Lockup Provisions Sample Clauses

Lockup Provisions. For good and valuable consideration, receipt of which is hereby acknowledged, each Investor hereby agrees, for a period commencing on the date hereof (the "Effective Date") and ending on the first anniversary of the date hereof (the "Lock-Up Period"), not to sell, loan, pledge, assign, transfer, encumber, distribute, grant or otherwise dispose of, directly or indirectly, or offer, contract or otherwise agree to do any of the foregoing, with respect to (A) any shares acquired pursuant to the Asset Purchase Agreement, including shares registered under the Securities Act pursuant to this Agreement, (B) any options or warrants to purchase any shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock, or (C) any securities convertible into or exchangeable for shares of Common Stock (collectively, the "Securities"), in each case now owned or hereafter acquired directly or indirectly by the Investor or with respect to which the Investor has or hereafter acquires the power of disposition during the Lock-Up Period (collectively, a "Disposition"), otherwise than (i) with the prior written consent of the Company, or (ii) in open market transactions of up to 2,000 shares per trading day (calculated for this purpose to include transactions by all Investors on a collective basis),PROVIDED, HOWEVER, that if the Investors in the aggregate sell fewer than 2,000 shares on a given trading day, the excess shares may be cumulated and sold in addition to the 2,000 shares that could otherwise be sold on a subsequent trading day, but in no event shall open market transactions exceed 10,000 shares in the aggregate for all Investors on any trading day, or (iii) in private transactions, or by gift or other nonpublic transfer which is authorized pursuant to the terms of this Agreement, including, but not limited to, exchanges involving private investment partnerships, PROVIDED FURTHER, HOWEVER, that prior to any such authorized private transaction, gift or other nonpublic transfer any such transferee or donee shall first agree to become subject to and be bound by the provisions of this section, pursuant to a separate accession agreement, a copy of which (signed by such transferee or donee) shall be furnished to the Company. The foregoing restriction is expressly agreed to preclude the Investor or other holder of the Securities from engaging during the Lock-Up Period in any hedging or other transaction which is designed to, or reasonably ex...

Lockup Provisions. Resale of the Shares by ▇▇▇▇▇▇▇ Mining shall be subject to the following limitations:

Lockup Provisions. For so long as Pfizer Inc. owns beneficially two percent (2%) or more of the outstanding Common Stock (within the meaning of and as calculated in accordance with Rule 13d-3 under the Exchange Act), the Investor hereby agrees that it will not, without prior written consent of the Company or its designated managing underwriter(s) or initial purchaser(s) and except in connection with any tender offer or exchange offer made generally to the Company’s holders of Common Stock or in connection with any commitment then in effect, to the extent applicable, during the period commencing on the date of the final prospectus or offering memorandum relating to a public underwritten offering by the Company and ending on the date specified by the Company and such managing underwriter or initial purchaser (such period not to exceed ninety (90) days) (i) lend, offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock issued upon conversion of the Notes or any securities convertible into or exercisable or exchangeable for Common Stock issued upon conversion of the Notes held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock issued upon conversion of the Notes, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, and will enter into an agreement in a form satisfactory to the Company and such managing underwriter(s) or initial purchaser(s) to evidence the foregoing; provided that all of the directors and executive officers of the Company, together with all stockholders who have been granted registration rights by the Company with respect to their shares of Common Stock after the date of this Agreement, enter into and remain subject to similar agreements and restrictions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the securities subject to such covenant until the end of such period.

Lockup Provisions