Lock-Ups. The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter.
Lock-Ups. In connection with the Placement, the Company’s directors, executive officers, employees and shareholders holding at least ten percent (10%) of the outstanding Common Stock will enter into customary “lock-up” agreements in favor of the Placement Agent for a period of the later of the Closing of the Placement or effectiveness of the Registration Statement (the “Lock-Up Period”); provided, however, that any sales by parties to the lock-ups shall be subject to the lock-up agreements and provided further, that none of such Common Stock shall be saleable in the public market until the expiration of the Lock-Up Period.
Lock-Ups. The General Partner shall use its best efforts prior to the Closing to have each of its directors and officers and Realco execute a 90-day lock-up agreement in a form (reasonably acceptable to RELP) supplied to RELP by AIP. The executed agreements will be delivered to AIP at the Closing. AIP shall use its best efforts prior to the Closing to have each of its Trust Managers and officers execute a 90-day lock-up agreement, in a form (reasonably acceptable to AIP) supplied to AIP by RELP. The agreements will be delivered to RELP at the Closing.
Lock-Ups. The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter. Additionally, the Purchaser acknowledges that the Private Units, including the underlying Securities, will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Private Units, including the underlying Securities, may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.
Lock-Ups. The Company shall have obtained and delivered to you an agreement substantially in the form of Exhibit B attached hereto from the Adviser, BDC Partners and each executive officer and director of the Company.
Lock-Ups. On or before the date hereof, the Placement Agent shall have received duly executed lock-up agreement, substantially in the form of Exhibit A hereto (each a “Lock-Up Agreement”), from each of the parties specified in Schedule 1.
Lock-Ups. (i) If the Company shall register Registrable Securities under the Securities Act for sale to the public (a “Public Offering”), no Holder shall sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any shares of Common Stock without the prior written consent of VoteCo and the Company, for the period of time in which the Apollo Group has similarly agreed not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, shares of Common Stock. In addition, if requested by the managing underwriter(s), in connection with the initial Public Offering, all Holders shall enter into a customary lock-up agreement with the managing underwriter(s). In connection with an underwritten Public Offering following a Qualified Public Offering, no Holder shall sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any shares of Common Stock, for such period as shall be required by the managing underwriter of such Public Offering.
Lock-Ups. With respect to any underwritten offering in which the Company or First Reserve is selling securities pursuant to Section 2.2 or 2.3 (including, but not limited to, the Company's initial public offering and any Shelf Underwriting), beginning on (a) the effective date of a registration statement filed by the Company pursuant to Section 2.2 or 2.3 (in the case of a registration statement other than a Shelf Registration) or (b) the date of the underwriting agreement executed in connection with a Shelf Underwriting (each an "Effective Date"), other than as provided in the last sentence of this Section 2.4, each Stockholder and Optionholder, whether or not such Person is participating in such offering, and the Company each agree to not (i) effect any issuance, sale, transfer, assignment, pledge, conveyance (including, without limitation, taking any short position in), or repurchase of Common Stock (or any securities of the Company exchangeable or convertible into Common Stock) for a period of 90 days after the Effective Date (the "Lock-up Period") or such longer time (not to exceed an additional 90 days) as requested by the underwriters for such offering and agreed to by First Reserve in its sole discretion; and (ii) the Company agrees to not file with the SEC any other registration statement, or any supplement or amendment to a previously filed shelf registration statement, from the Effective Date until the later of the expiration of the Lock-up Period or the completion of the period of distribution of any underwritten offering. Each Stockholder and Optionholder and the Company agree to enter into customary lock-up agreements with an underwriter consistent with the terms of this Section 2.4. The restrictions in this Section 2.4 shall not prevent the Company from filing with the SEC registration statements relating to any employee benefit plan, corporate reorganization, or issuance of debt that is not convertible into equity, and shall not apply to (X) the Registrable Securities to be sold under any underwritten offering contemplated by Section 2.2 or 2.3; (Y) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the Effective Date; or (Z) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing as of the Effective Date.
Lock-Ups. If requested by the lead managing underwriter in any Underwritten Offering pursuant to this Article VI each party to this Agreement shall deliver and execute (i) in the case of the Company, an agreement containing restrictions substantially similar to Section 4(k) of the Underwriting Agreement and (ii) in the case of Montpelier, an agreement substantially similar to the lock-up agreement Montpelier executed and delivered in connection with the Initial Public Offering, except that in each case the restricted period shall not be longer than 90 days (or such lesser period as may be mutually agreed). The Company shall use its reasonable best efforts to cause its directors and executive officers to sign lock-up agreements substantially similar to those that the Company’s directors and executive officers executed and delivered in connection with the Initial Public Offering, except that the restricted period shall not be longer than 90 days.
Lock-Ups. In connection with any registration by the Company under the Securities Act for sale to the public, no Holder shall sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Common Shares or Options without the prior written consent of the Company, for the period of time in which the Apollo Group has similarly agreed not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, Common Shares or Options (and such Holders shall enter into customary lock-up agreements to that effect with the Company (and managing underwriter(s), if applicable)).
