Lockup Agreement Sample Clauses
A Lockup Agreement is a contractual provision that restricts certain shareholders from selling or transferring their shares for a specified period following an event such as an initial public offering (IPO) or acquisition. Typically, this clause applies to company insiders, founders, or early investors, and the lockup period can range from several months to a year, during which these parties are prohibited from disposing of their shares. The primary purpose of a Lockup Agreement is to prevent a sudden influx of shares into the market, which could destabilize the share price and undermine investor confidence.
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Lockup Agreement. The Company will deliver to the Subscribers on or before the Closing Date and enforce the provisions of irrevocable lockup agreements (“Lockup Agreement”) in the form annexed hereto as ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ ▇▇, with the persons identified on Schedule 9(v) with respect to the Common Stock identified on Schedule 9(v). The Company further agrees it will not issue any shares described in Section 12(a)(v) unless the employee has delivered prior thereto an executed Lockup Agreement.
Lockup Agreement. Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with the first registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), with such period not to exceed 180 days following the effective date of the registration statement of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, ...
Lockup Agreement. (a) Each of the Holders of Registrable Securities agrees that, if the Company is issuing equity securities to the public in an underwritten offering, and if requested by the Company and the managing underwriters, not to sell or otherwise transfer or dispose of any Equity Securities of the Company ten (10) days prior to or during the one hundred and eighty (180) day period following the effective date of a Registration Statement of the Company filed under the Securities Act or the securities laws of any other applicable jurisdiction; provided, that all officers, directors and shareholders owning one percent (1%) or more of the Common Shares (assuming the conversion, exercise or exchange, as the case may be, of all Equity Securities that are then outstanding and are convertible, exercisable or exchangeable into Common Shares during such one hundred and eighty (180) day period), shall enter into similar agreements. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company may impose stop transfer instructions with respect to the securities subject to the foregoing restriction until the end of said one hundred and eighty (180) day period.
(b) The Company agrees not to effect any public sale or distribution of its Capital Stock, or any securities convertible into or exchangeable or exercisable for Capital Stock, during the ten (10) days prior to and during the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms or comparable documents under the laws of any other applicable jurisdiction), unless all of the Registrable Securities included in such Registration have been sold.
Lockup Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company's securities that, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed ninety (90) days) from the effective date of such registration as the Company or the underwriters may specify.
Lockup Agreement. Each of the COMPANY and the STOCKHOLDERS shall have signed an agreement with the Underwriters, in form and substance identical to agreements signed by the Other Founding Companies and the Founding Stockholders in connection with the Other Agreements, by which the STOCKHOLDERS covenant to hold all of the VPI Stock acquired hereunder for a period of at least 180 days after the Closing Date except for transfers to immediate family members, and trusts for the benefit of STOCKHOLDERS and/or immediate family members, who agree to be bound by such restrictions on transfer.
Lockup Agreement. The Sellers shall have executed and delivered to Purchaser the Lockup Agreement.
Lockup Agreement. (a) Subscriber hereby agrees that, except as permitted under subsection (b) of this Section (5), during the Restricted Period, as defined herein, Subscriber will not:
(i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities (the “Lock-Up Securities”).
(ii) Transfer, assign or otherwise dispose of any of the Lock-up Securities.
(iii) Pledge, hypothecate or otherwise create a lien on any of the Lock-Up Securities.
(iv) Loan to any person or entity any shares or other securities of the Company or Holding Company.
(v) Sell short any shares or other securities of the Company or Holding Company.
(vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company.
(vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions.
(b) For purposes of this Section (5), Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section (5), the Restricted Period shall mean the period beginning on the date of this Agreement and ending 18 months after the effective date of the first registration statement of the Company that registers for resale the Lock-Up Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell, during any rolling thirty-day period during the Restricted Period, up to 33% of the Lock-Up Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Restricted Period or allow Subscriber to take a prohibited action prior to termination of the Restricted Period with respect to some or all of the Lock-Up Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Restricted Period with the same termination or waiver at the same time and to the same extent as for Subscriber.
(c) Notwithstanding the foregoing, provided the transferee first signs a Lockup Agreement on substantially the terms set forth in this Section 5 and reasonably acceptable to the Company or Holding Company, Subscriber may transfer securities of the Company or Holding Company without payment or other consideration: (i...
Lockup Agreement. Each Holder agrees that, if, in connection with the Company’s initial public offering of the Company’s securities, the Company or the underwriters managing the offering so request, the Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or the underwriters; provided that (i) each officer and director of the Company who owns stock of the Company also agrees to such restrictions and (ii) any discretionary waiver or termination of the restrictions of any such agreement by the Company or the underwriters shall apply to the Holders on a pro rata basis. This Section 4.13 shall be binding on all transferees or assignees of Registrable Securities, whether or not such persons are entitled to registration rights pursuant to Section 4.11.
Lockup Agreement. On or prior to the Closing Date, the Purchaser shall execute and deliver to the Company the Lockup Agreement.
Lockup Agreement. The Purchaser shall have executed and delivered to the Company a lockup agreement substantially in the form attached hereto as EXHIBIT B (the "Lockup Agreement").