Common use of Lockups Clause in Contracts

Lockups. In connection with any underwritten offering of shares, the Company and each Stockholder will agree (in the case of Stockholders, with respect to shares respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) if the underwritten offering was requested by a Stockholder, by the Stockholder who made such request, or (b) if the underwritten offering was not requested by a Stockholder, by the Company. Pending execution and delivery of the relevant underwriting agreement, upon being notified of a proposed or requested underwritten offering with respect to which the piggyback rights described in this Agreement will apply, the Stockholders will immediately be bound by the lockup restrictions set forth in any applicable Support Agreements as though such restrictions were then applicable for so long as the proposed offering or requested offering is being pursued. The Company shall cause its directors, executive officers and any other officers under Rule 16a-1(f) under the Exchange Act and shall use reasonable efforts to cause other holders of shares who beneficially own any of the shares participating in such offering, to enter into lockup restrictions that are no less restrictive than the restrictions contained in the lockup restrictions applicable to the Stockholders.

Appears in 5 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement, Registration Rights Agreement (Repay Holdings Corp)

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Lockups. In connection with any underwritten offering of sharesUnderwritten Offering, the Company and each Stockholder Holder will agree (in the case of Stockholdersthe Holders, with respect to shares respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) if the underwritten offering Underwritten Offering was requested by a StockholderHolder, by the Stockholder Holder who made such request, or (b) if the underwritten offering Underwritten Offering was not requested by a StockholderHolder, by the Company. Pending execution and delivery of the relevant underwriting agreement, upon being notified of a proposed or requested underwritten offering Underwritten Offering with respect to which the piggyback “piggyback” rights described in this Agreement will apply, the Stockholders Holders will immediately be bound by the lockup restrictions set forth in any applicable Support Agreements support or similar agreements as though such restrictions were then applicable for so long as the proposed offering or requested offering is being pursued. The Company shall cause its directors, executive officers and any other officers under Rule 16a-1(f) under the Exchange Act and shall use reasonable efforts to cause other holders of shares Holders who beneficially own any of the shares participating in such offering, to enter into lockup restrictions that are no less restrictive than the restrictions contained in the lockup restrictions applicable to the StockholdersHolders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Repay Holdings Corp), Registration Rights Agreement (Thunder Bridge Acquisition LTD)

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Lockups. In connection with any underwritten offering of sharesShares, the Company IPO Entity and each Stockholder Holder will agree (in the case of StockholdersHolders, with respect to shares Registrable Securities respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (ax) if the underwritten offering was requested by a Stockholder, by the Stockholder who made IPO Entity, if a majority of the Shares being sold in such requestoffering are being sold for its account, or and (by) by Holders holding a majority of Registrable Securities being sold by all Holders, if a majority of the underwritten Shares being sold in such offering was not requested are being sold by a Stockholder, Holders. If required by the Company. Pending execution and delivery Investors, each Holder in the case of an underwritten public offering shall enter into lock-up agreements with the relevant underwriting agreement, upon being notified managing underwriter(s) of a proposed or requested such underwritten public offering with respect in such form as agreed to which the piggyback rights described in this Agreement will apply, the Stockholders will immediately be bound by the lockup restrictions set forth in any applicable Support Agreements as though such restrictions were then applicable for so long as the proposed offering or requested offering is being pursuedInvestors. The Company IPO Entity shall cause its directorsexecutive officers, executive officers directors and any managers (as applicable) and shall use reasonable best efforts to cause other officers under Rule 16a-1(f) Holders of Shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) and shall use reasonable efforts to cause other holders of shares who beneficially own any of the shares Shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup restrictions applicable agreements executed by Holders. Notwithstanding the foregoing, each Co-Investor shall not be subject to such lockup arrangements so long as such Co-Investor holds less than 1% of the Stockholdersthen outstanding Capital Stock of the IPO Entity.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Alight Inc. / DE)

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