Lockup Agreements. (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering:
(i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and
(ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect.
(b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it:
(i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day...
Lockup Agreements. Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.
Lockup Agreements. On the date hereof, the Company shall obtain from each officer and director a lockup agreement in the form attached hereto as Exhibit C.
Lockup Agreements. The Holder, if the Company or the managing underwriter(s) so request in connection with the Company’s initial underwritten public offering, will not, transfer or dispose of any equity securities of the Company, without the prior written consent of the Company or such underwriter(s) and provided that the officers and directors of the Company and all holders (other than, for purposes of this determination, such Holder) of at least two percent (2%) of all of the issued and outstanding shares of capital stock of the Company (determined on an as-converted basis) also agree not to, transfer or dispose any equity securities of the Company, including any sale pursuant to Rule 144 of the Commission under the Securities Act, during the seven (7) days prior to, and during the one hundred eighty (180) day period commencing on the effective date of such initial underwritten public offering, subject to extension in order to ensure FINRA compliance, except in connection with such initial underwritten public offering. The Company may impose stop-transfer instructions with respect to the Shares or other securities subject to the foregoing restriction until the end of such 180-day period. Any discretionary waiver or termination of the foregoing restriction by the Company or the underwriters shall apply pro rata to all Holders, based on the number of Shares held by such Holders, and prompt written notice of such discretionary waiver or termination shall be given to all Holders of the Shares.
Lockup Agreements. The Partnership Parties have caused each officer and director of the Partnership and General Partner and each other individual or entity set forth on Schedule V to furnish to you, on or prior to the date of this agreement, a letter or letters, substantially in the form of Exhibit A hereto (“Lockup Agreements”).
Lockup Agreements. The Lockup Agreements described in Section 4(j) shall be in full force and effect.
Lockup Agreements. In the event that the Company effects a registration of any securities under the Act in an underwritten public offering, each Holder agrees not to effect any sale, including any sale pursuant to Rule 144 under the Act, of any Equity Securities (except as part of such offering) during the 90-day period commencing with the effective date of the registration statement for such public offering, provided that all holders of five percent (5%) or more of the Company’s outstanding Equity Securities and all officers and directors of the Company, to the extent that they hold Equity Securities, enter into similar agreements providing for similar restrictions on sales; provided, however, that the agreement set forth in this Section 1.5.2 shall terminate and be of no further force or effect with respect to all Holders if any holder of five percent (5%) or more of the Company’s outstanding Equity Securities, any officer or director of the Company that has executed a similar agreement or any Holder hereunder shall have received a waiver relieving it of its obligations hereunder or under any such similar agreement. The Company may impose stop-transfer instructions to enforce the provisions of this Section 1.5.2.
Lockup Agreements. The Lockup Agreements described in Section 4(m) are in full force and effect.
Lockup Agreements. (a) Each Stockholder agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Corporation, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during (i) the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Stockholder Shares are included (except as part of such underwritten registration) or (ii) the 180-day period beginning on the effective date of initial public offering of the Corporation's Common Stock, unless in the case of either (i) or (ii) the underwriters managing the registered public offering and the Corporation otherwise agree. If the managing underwriters and the Corporation agree to allow for the public sale or distribution of equity securities of the Corporation, then each of the Stockholders shall be entitled to participate in such sale or distribution on a pro rata basis.
(b) The Corporation agrees (i) not to effect any sale or distribution of its equity securities, or any securities then convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during (A) 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-8 or any successor form) or (B) the 180-day period beginning on the effective date of initial public offering of the Corporation's Common Stock, unless the underwriters managing the registered public offering otherwise agree, and (ii) to use its reasonable best efforts to cause each holder of at least five percent (5%) of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.
Lockup Agreements. On the Effective Date, each of the Persons set forth in SCHEDULE 6.14 shall enter into Lock-Up Agreements in the form attached hereto as EXHIBIT 6.14 (the “Lock-Up Agreements”).
