Lock-Ups Sample Clauses

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 sixty (60) days after Stockholder Approval Date (as defined in the Series A Warrants and Series B Warrants) (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 Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter.

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. 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. (a) In connection with any demanded underwritten offering of shares of Class A Common Stock pursuant to this Agreement, the Company, and its directors and executive officers will agree (whether or not such party is participating in the offering) to be bound by the Lock-Up restrictions (i) set forth in the underwriting agreement, with respect to the Company, and (ii) agreed to with the underwriters in such offering, with respect to the directors and executive officers of the Company (which shall not be materially more restrictive than the lock-up agreements entered into by the Company directors and executive officers in such offering and, in any event, under which the lock-up period shall not exceed (i) 90 days in connection with the first two underwritten demand offerings and (ii) 45 days in connection with the third underwritten demand and thereafter, in each case, from the pricing date of such offering). The Lock-Ups for Company directors and executive officers shall contain customary carve-outs, including, but not limited to, sales pursuant to Rule 10b5-1 plans entered into before any notice of such underwritten offering, sales in connection with the payment of taxes and sales of Class A Common Stock underlying expiring options or similar securities within six months of the date of such Lock-Up. In the event a Form 4 needs to be filed as a result of such transaction, notice shall be provided to the managing underwriters. (b) In connection with any primary underwritten offering of shares of Class A Common Stock at the initiation of the Company or a secondary offering pursuant to this Agreement, each Holder will enter into a customary lock-up agreement with the underwriters of any such offering, which lock-up agreements shall not be materially more restrictive than the lock-up agreements entered into by the Company directors and executive officers in such offering and, in any event, under which the lock-up period shall not exceed (i) 90 days in the case of a marketed underwritten offering in connection with or prior to the second offering pursuant to a demand from one or more Sponsor Demand Holders and (ii) 45 days otherwise. (c) In connection with any secondary underwritten offering of shares of Class A Common Stock other than pursuant to this Agreement, each Holder that “beneficially owns” (as such term is defined under the Exchange Act) five percent (5%) or more of the outstanding Class A Common Stock will enter into a customary lock-up agreement with ...

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. (ii) In connection with the initial Public Offering, the Management Holders shall agree with the Company to lock-up their shares of Common Stock for a period of one year from and after the completion of such initial Public Offering, subject to customary exceptions in the Company’s discretion.

Lock-Ups. (a) If and to the extent requested by the managing underwriter in connection with the Initial Public Offering, the Shareholder shall agree in writing that the Shareholder will not, without the consent of the managing underwriter: (x) effect any public sale or distribution of any Shares for a period of 180 days following effectiveness of the registration statement relating to such offering or (y) effect any other transfer of Shares during such 180 day period unless the transferee agrees in writing to be bound by the terms and conditions of this Section 6(a). (b) If and to the extent requested by the managing underwriter in connection with any other underwritten offering of equity securities of the Company (whether for the account of the Company, selling shareholders or both), the Shareholder shall agree in writing that he will not, without the consent of the managing underwriter: (x) effect any public sale or distribution of any Shares for a period of 90 days following effectiveness of the registration statement relating to such offering or (y) effect any other transfer of Shares during such 90 day period unless the transferee agrees in writing to be bound by the terms and conditions of this Section 6(b). (c) The Shareholder agrees that he shall not be permitted to sell any Shares in the Initial Public Offering unless (x) the Investcorp Shareholders sell shares in the Initial Public Offering and (y) the underwriter managing the Initial Public Offering believes, in its sole discretion, that the inclusion of the Shareholder's Shares will not affect adversely such offering. In the event the Shareholder is entitled to sell Shares pursuant to the preceding sentence, the Shareholder shall be permitted to sell a number of Shares not greater than 15% of the Shareholder's total Shares, including Option Shares; provided that in no event shall the Shareholder be permitted to include in such offering a number of Shares greater than the number of shares included in such offering by the Investcorp Shareholders.