Market Stand. Off shall mean the market stand-off restriction specified in Paragraph C.3.
Market Stand. OFF" AGREEMENT. Each Holder hereby agrees that, following the effective date of a registration statement covering the sale of the Company's securities under the Securities Act, for the period of time and to the extent reasonably requested by the underwriter(s) and the Company, such Holder will not sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of the Company held, directly or indirectly, by such Holder immediately prior to the Company's initial public offering, except for securities covered by the registration statement and transfers to donees or Affiliates who agree to be similarly bound; provided, however, that (i) the executive officers and directors of the Company, as well as any holder of at least five percent (5%) of the Company's Preferred Stock or Common Stock and all other holders of registration rights, have agreed to be bound by substantially the same terms and conditions, (ii) such agreement may be required only in connection with the Company's initial public offering and any public offering made within two (2) years thereafter, (iii) the time period requested for such market stand-off will not exceed one hundred eighty (180) days in connection with an initial public offering and ninety (90) days for any other public offering within the aforementioned two (2) year period and (iv) the restriction will not apply to a registration relating solely to employee, consultant or advisor benefit plans on Form S-1 or Form S-8 (or similar special purpose form promulgated after the date hereof) or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act on Form S-4 (or similar forms promulgated after the date hereof). The Company may impose stop-transfer instructions during such stand-off period with respect to the securities of each Holder subject to this restriction if necessary to enforce such restrictions. The Company shall not request a market stand-off provision which is more restrictive than what the underwriter(s) deem reasonable and necessary.
Market Stand. Off" Agreement. Each Investor hereby agrees that, during the ninety (90) day period following the date of the first sale to the public pursuant to a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and the underwriter of such registration, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that:
(a) such agreement shall be applicable only (i) to the first such registration statement of the Company which covers Common Stock to be sold on its behalf to the public in an underwritten offering; and (ii) so long as the Investors continue to own Twenty Percent (20%) or more of the outstanding equity securities of the Company, to any subsequent registration statement of the Company which covers Common Stock to be sold on its behalf to the public in an underwritten offering;
(b) officers and directors of the Company, all holders of more than Five Percent (5%) of the outstanding capital stock of the Company, and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements; and
(c) such market stand-off time period shall not exceed ninety (90) days. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of the Investors (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, the obligations described in this Section 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.
Market Stand. OFF. Scripps agrees, in connection with the initial public offering of the Company's securities, (i) not to sell, make short sales of, loan, grant any options for the purchase of, or otherwise dispose of any securities of the Company held by Scripps (other than those securities included in the registration) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for one hundred eighty (180) days from the effective date of such registration and (ii) further agrees to execute any agreement reflecting (i) above as may be requested by the underwriters at the time of the public offering.
Market Stand. OFF OBLIGATIONS ----------------------------
Market Stand. Off Agreements pursuant to Section 5 hereof.
Market Stand. Off for the Company and Others. In the case of an offering of Registrable Securities pursuant to Section 2.01 or Section 2.02 that is an Underwritten Offering, the Company and each of the Holders agree, if requested by the managing underwriter or underwriters with respect to such Underwritten Offering, not (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Company Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Company Shares; (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction is to be settled by delivery of Company Shares or other securities, in cash or otherwise; (3) make any demand for or exercise any right or cause to be filed a Registration Statement, including any amendments thereto, with respect to the registration of any Company Shares or securities convertible into or exercisable or exchangeable for Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoing, in each case, during the period beginning seven (7) days before, and ending sixty (60) days (or such lesser period as may be agreed by, if applicable, the managing underwriter or underwriters) (or such other period as may be reasonably requested by the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such Underwritten Offering, to the extent timely notified in writing by the managing underwriter or underwriters. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations...
Market Stand. OFF AGREEMENT The Stockholder agrees, in connection with any Underwritten Sale (as defined in the Declaration of Registration Rights), regardless of whether the Stockholder elects to exercise its right to participate therein pursuant to the Declaration of Registration Rights, that he, she, or it will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of Parent (other than those included in the Underwritten Sale) without the prior written consent of the Company and the underwriters of the Underwritten Sale, for such period of time (not to exceed 180 days and in no event to extend beyond April 8, 1998) from the effective date of such registration as the Company and the underwriters may specify. The Stockholder agrees that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this section.
Market Stand. Off Provision. JT agrees that, during the period of duration specified by Gene Logic and an underwriter of Common Stock or other securities of Gene Logic following the effective date of a registration statement of Gene Logic filed under the Securities Act, JT shall not, to the extent requested by Gene Logic, directly or indirectly sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of Gene Logic held by it at any time during such period. In order to enforce the provisions of this Section 6.2, Gene Logic may impose stop-transfer instructions with respect to the securities held by JT that are subject to the foregoing restriction until the end of such period.
Market Stand. Off Agreement. Warrantholder hereby agrees that, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, warrantholder shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any securities of the Company held by the Warrantholder without the prior written consent of the Company and its underwriters. Such limitations shall be in effect for a period of time as determined by the Company and its managing underwriter(s) provided that such period of time shall not exceed one hundred eighty (180) days from and after the effective date of such registration statement in connection with the Company's initial public offering or ninety (90) days from and after the effective date of any subsequent underwritten public offering (the "Market Stand-Off Period"). The limitations of this Section shall remain in effect for the two-year period immediately following the effective date of the Company's initial public offering and shall thereafter terminate and cease to have any force or effect. In order to enforce the limitations of this Section, the Company may impose stop-transfer instructions with respect to the securities held by Warrantholder until the end of the Market Stand-Off Period.
