Market Stand-Off Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 5 contracts
Samples: Warrant Agreement (Vallon Pharmaceuticals, Inc.), Warrant Agreement (Vallon Pharmaceuticals, Inc.), Warrant Agreement (Vallon Pharmaceuticals, Inc.)
Market Stand-Off Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified If requested by the Company and an underwriter of Common Stock (or other securities) of the managing underwriter Company, each Stockholder hereby agrees that such Stockholder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held by such period not to exceed Stockholder immediately before the effective date of the Company’s Initial Public Offering (other than those included in the registration) during the one hundred eighty (180) daysday period (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, plus up to an additional 18 days to including, but not limited to, the extent necessary to comply with applicable regulatory requirementsrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into successor provisions or exercisable or exchangeable (directly or indirectlyamendments thereto) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any following the effective date of the economic consequences of ownership of such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, Initial Public Offering; provided that the trustee all of the trust agrees to be bound in writing by the restrictions set forth herein, directors and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than and one percent (1%) stockholders of the Company’s outstanding Common Stock (after giving effect Company agree to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the rightsame terms; provided, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by if the Company or the underwriters waive or shorten the lock-up period for any of the Company’s officers, directors or stockholders, then the lock-up for each Stockholder will be identically waived or shortened. The obligations described in this Section 2.10 shall not apply pro rata to all holders a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The provisions of this Section 2.10 shall not apply to shares of Common Stock acquired in the Initial Public Offering or in the open market following the Initial Public Offering. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such agreements, based on one hundred eighty (180) day period (or such other applicable period). Each Stockholder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the number provisions of shares subject to such agreementsthis Section 2.10.
Appears in 4 contracts
Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Registrable Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for a period (x) in the case of the Company and each of its officers, directors, managers or employees, in each case to the extent such Holder holds shares of Common Stock or any other equity securities under convertible into or exchangeable or exercisable for shares of Common Stock, beginning on the Securities Act on a registration statement on Form S-1effective date of, and ending on the date specified by the Company and the managing underwriter (such period not to exceed continuing for one hundred eighty (180) daysdays following the effective date of, plus up to an additional 18 days the IPO Registration Statement of the Company; and (y) in the case of all other Holders (subject to the extent necessary to comply with applicable regulatory requirementsprovisions of the second paragraph of Section 2(b), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any optionif applicable), right, or warrant to purchase; or otherwise transfer or dispose beginning on the effective date of, directly and continuing for sixty (60) days following the effective date of the IPO Registration Statement of the Company; provided, however, that:
(a) the restrictions above shall not apply to Registrable Shares bought or indirectly, sold pursuant to the IPO Registration Statement;
(b) the restrictions set forth in clause (y) above shall not apply to any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences Company bought in the open market following the effective date of ownership of such securities, whether any such transaction described in clause the IPO Registration Statement;
(ic) or (ii) above is to it shall be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares a condition to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees ’s agreement to be bound in writing by the restrictions set forth herein, and provided further in clause (y) above that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all the executive officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) then holding shares of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the underwriters Company enter into agreements that are no less restrictive;
(d) the Holders shall apply pro rata be allowed any concession or proportionate release allowed to all holders subject to any officer or director that entered into agreements that are no less restrictive (with such agreements, based on proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(d) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and directors of the Company;
(e) with respect to the restrictions set forth in clause (y) above, each Holder shall be allowed a proportionate release granted to any other Holder (with such proportion being determined by dividing the number of shares being released with respect to such Holder by the total number of issued and outstanding shares held by such Holder); and
(f) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such agreementsother securities of each Holder (and the securities of every other Person subject to the foregoing restriction) until the end of such period.
Appears in 3 contracts
Samples: Asset Contribution and Share Subscription Agreement (Independence Contract Drilling, Inc.), Registration Rights Agreement (Independence Contract Drilling, Inc.), Registration Rights Agreement (Independence Contract Drilling, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to in the extent necessary to comply with applicable regulatory requirements)case of the IPO, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co), Investors’ Rights Agreement (SQZ Biotechnologies Co)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of shares securities of its Common Stock the Company, directly or any other equity securities under the Securities Act on a registration statement on Form S-1indirectly sell, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysoffer, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements)pledge, (i) lend; offer; pledge; sell; contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; sell (including without limitation any short sale), grant any option, right, right or warrant to purchase; for the sale of or otherwise transfer or dispose of, directly of any Registrable Securities (other than to donees or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any partners of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is Holder who agree to be settled by delivery similarly bound) within seven days prior to and for up to 90 days following the effective date of Common Stock a registration statement of the Company filed under the Securities Act or other securities, in cash, or otherwise. The foregoing provisions the date of this Section 7 shall apply only an underwriting agreement with respect to the Company’s first an underwritten public offering of its Common Stock under the Securities ActCompany’s securities (the “Stand-Off Period”); provided, however, that:
a. with respect to the Stand-Off Period, such agreement shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if the Registrable Securities to be sold on the Holder’s behalf to the public in an underwritten offering pursuant to such registration statement;
b. all executive officers and directors are subject to the same restrictions and of the Company uses then holding Common Stock of the Company shall enter into similar agreements for not less than the entire time period required of the Holders hereunder;
c. the Company shall use commercially reasonable efforts to obtain a similar agreement agreements from all stockholders individually owning more than one percent (1%) each 5% or greater shareholder of the Company’s outstanding Common Stock Company for not less than the entire time period required of the Holders hereunder; and
d. the Holders shall be allowed any concession or proportionate release allowed to any (after giving effect i) officer, (ii) director or (iii) other 5% or greater shareholder of the Company that entered into similar agreements. In order to conversion into enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 6 and to impose stop transfer instructions with respect to the Registrable Securities and such other Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries each Holder (and the Common Stock or securities of this Section 7 and shall have every other person subject to the right, power and authority to enforce foregoing restriction) until the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 3 contracts
Samples: Registration Rights Agreement (Cogdell Spencer Inc.), Registration Rights Agreement (Cogdell Spencer Inc.), Registration Rights Agreement (Cogdell Spencer Inc.)
Market Stand-Off Agreement. Holder Each Member hereby agrees that it will not, without the prior written consent of the LLC and managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company LLC for its own behalf of shares of its Common Stock Shares or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company LLC and the managing underwriter (such period not to initially exceed one hundred eighty 180 days or such longer period as may be required under applicable law to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation: (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (ia) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Shares held by such shares or any such securities are then owned by Holder or are thereafter acquired) Member immediately before the effective date of the registration statement for the LLC’s public offering or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (iia) above is to be settled by delivery of Common Stock Shares or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 14.07 shall apply only to the Company’s first initial underwritten public offering of its Common Stock under the Securities ActShares, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Members only if all officers and directors of the LLC are subject to the same restrictions and the Company LLC uses commercially reasonable efforts to obtain a similar agreement from all stockholders members individually owning more than one percent (1%) of the CompanyLLC’s outstanding Common Stock Shares (after giving effect to conversion into Common Stock Shares of all outstanding Preferred StockShares). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 14.07 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Member further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 14.07 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company LLC or the underwriters shall apply pro rata to all holders Members subject to such agreements, based on the number of shares subject to such agreements. The LLC may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of the lock-up period.
Appears in 3 contracts
Samples: Operating Agreement (Arvinas Holding Company, LLC), Operating Agreement (Arvinas Holding Company, LLC), Operating Agreement (Arvinas Holding Company, LLC)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus Prospectus relating to the registration by the Company for its own behalf of shares or units (as applicable) of its Common Stock or any other equity securities under the Securities Act on a registration statement Registration Statement on Form S-1, or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to in the extent necessary to comply with applicable regulatory requirementscase of the IPO), (ia) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares or units (as applicable) of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the Registration Statement for such shares or any such securities are then owned by Holder or are thereafter acquired) offering or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares or units (as applicable) to an underwriter pursuant to an underwriting agreement, or the transfer of any shares or units (as applicable) to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further further, that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders Holders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all any other outstanding Preferred Stocksecurities of the Company). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares or units (as applicable) subject to such agreements.
Appears in 2 contracts
Samples: Piggy Back Registration Rights Agreement (Sunnova Energy International Inc.), Piggy Back Registration Rights Agreement (Sunnova Energy International Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of shares securities of its the Company in connection with any public offering of the Company’s Class A Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1securities, and ending on the date specified by the Company and the managing underwriter directly or indirectly sell, offer to sell (such period not to exceed one hundred eighty (180) daysincluding, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirementswithout limitation, any short sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock or any securities convertible into or exercisable or exchangeable Registrable Securities (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers than to another, in whole or in part, any donees of the economic consequences of ownership of such securitiesHolder, whether any such transaction described in clause (i) or (ii) above is who agree to be settled by delivery similarly bound) within fourteen days prior to, and for up to 90 days following, the effective date of Common Stock a Continuous Offering Registration Statement of the Company filed under the Securities Act or other securities, in cash, or otherwise. The foregoing provisions the date of this Section 7 shall apply only an underwriting agreement with respect to the Company’s first an underwritten public offering of its Common Stock under the Securities ActCompany’s securities (the “Stand-Off Period”); provided, however, that:
(a) with respect to any Stand-Off Period, such agreement to Stand-Off shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if the Registrable Securities to be sold on the Holder’s behalf to the public in such underwritten offering pursuant to such Continuous Offering Registration Statement;
(b) all executive officers and directors are subject to the same restrictions and of the Company uses then holding shares of Class A Common Stock of the Company shall enter into similar agreements;
(c) the Company shall use commercially reasonable efforts to obtain a similar agreement agreements from all stockholders individually owning more than one percent (1%) each 5% or greater stockholder of the Company’s outstanding Common Stock ; and
(after giving effect d) the Holder shall be allowed any concession or proportionate release allowed to conversion any (i) officer, (ii) director or (iii) other 5% or greater stockholder of the Company that entered into similar agreements. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of Class A Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries each Holder (and the Class A Common Stock or securities of this Section 7 and shall have every other Person subject to the right, power and authority to enforce foregoing restriction) until the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bluerock Residential Growth REIT, Inc.), Registration Rights Agreement (Bluerock Residential Growth REIT, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities 1933 Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up or such other period as may be requested by the Company or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 4.12 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders shareholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are subject to the same restrictions. The underwriters in connection with such registration are intended third-third party beneficiaries of this Section 7 Subsection 4.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 4.12 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investor Rights Agreement (Clearside Biomedical, Inc.), Investor Rights Agreement (Clearside Biomedical, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of securities of the Company, sell, otherwise transfer or dispose of, any Registrable Securities or other shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by stock of the Company and then owned by such Holder (other than to donees or partners of the managing underwriter (such period not Holder who agree to exceed be similarly bound) for up to one hundred eighty (180) daysdays following the effective date of any registration statement of the Company filed under the Securities Act (or if required by such underwriter(s), plus up such longer period of time as is necessary to enable such underwriter(s) to issue a research report or make a public appearance that relates to an additional earnings release or announcement by the Company within 18 days prior to or after the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement date that transfers to another, in whole or in part, any is 180 days after the effective date of the economic consequences registration statement relating to such offering, but in any event not to exceed 210 days following the effective date of ownership of the registration statement relating to such securitiesoffering); provided, whether any such transaction described in clause however, that:
(ia) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The the foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.9 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any ;
(b) such transfer shall not involve a disposition for value, and agreement shall be applicable only to Holder only if the first such registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering but not to Registrable Securities sold pursuant to such registration statement;
(c) (i) all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from then holding Common Stock of the Company (or securities convertible into or exercisable for Common Stock) and (ii) all stockholders individually owning holders of equity securities representing 1% or more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to assuming conversion into Common Stock or exercise of all outstanding Preferred Stockconvertible or exercisable securities). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any enter into similar agreements; and
(d) any discretionary waiver or termination of the restrictions of any or all of such agreements agreement by the Company or representatives of the underwriters shall apply to all of the Company’s stockholders on a pro rata to all holders subject to such agreementsbasis, based on upon the number of shares held by each stockholder, on an as-converted to Common Stock basis. For purposes of this Section 2.9, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section and to impose stop transfer instructions with respect to the Registrable Securities and such agreementsother shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Aquantia Corp), Investors’ Rights Agreement (Aquantia Corp)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus Prospectus relating to the registration by the Company for its own behalf of shares or units (as applicable) of its Common Stock or any other equity securities under the Securities Act on a registration statement Registration Statement on Form S-1, or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to in the extent necessary to comply with applicable regulatory requirementscase of the IPO), (ia) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares or units (as applicable) of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the Registration Statement for such shares or any such securities are then owned by Holder or are thereafter acquired) offering or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares or units (as applicable) to an underwriter pursuant to an underwriting agreement, or the transfer of any shares or units (as applicable) to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further provided, further, that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders Holders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all any other outstanding Preferred Stocksecurities of the Company). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares or units (as applicable) subject to such agreements.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sunnova Energy International Inc.), Registration Rights Agreement (Sunnova Energy International Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty [***] in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1801) daysthe publication or other distribution of research reports, plus up and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable regulatory requirementsFINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) [***] of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to [***] of the Common Stock.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (PureTech Health PLC), Investors’ Rights Agreement (PureTech Health PLC)
Market Stand-Off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities of the Company under the Securities Act on a registration statement on Form S-1, S-1 in connection with any public offering of the Company’s securities and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately prior to the effectiveness of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquiredoffering) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 18 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to the Holder only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning holders of more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock)) enter into similar agreements. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration the public offering that are consistent with this Section 7 18 or that are necessary to give further effect thereto. Any discretionary waiver The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or termination other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. The Holder agrees that a legend regarding the restrictions foregoing shall be placed on any certificates representing any shares of any or all of such agreements Common Stock acquired by the Company or the underwriters shall apply pro rata Holder pursuant to all holders subject to such agreements, based on the number of shares subject to such agreementsthis Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Basil Street Cafe, Inc.), Warrant Agreement (Basil Street Cafe, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, S-1 and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days which period may be extended upon the request of the managing underwriter, to the extent necessary required by any FINRA rules, for an additional period of up to comply with applicable regulatory requirementsfifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, if and only if the Company is not an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012), )
(i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreementsagreements (including, without limitation, those set forth in that certain Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of the date hereof), based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (MongoDB, Inc.), Investors’ Rights Agreement (MongoDB, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of shares securities of its Common Stock the Company, directly or indirectly sell, offer to sell (including without limitation any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirementsshort sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly of any Registrable Shares or indirectly, any other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for shares of Common Stock (whether such shares or any such securities are of the Company then owned by such Holder (other than to donees or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any partners of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is Holder who agree to be settled by delivery similarly bound) for a period of sixty (60) days following the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided, however, that:
(a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement;
(b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive;
(c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the sixty (60) day period applicable to all Holders other securities, in cash, or otherwise. The foregoing provisions than the executive officers and directors of the Company; and
(d) this Section 7 shall apply only to not be applicable if a Shelf Registration Statement of the Company’s first underwritten public offering of its Common Stock Company filed under the Securities Act, shall not apply Act has been declared effective prior to the sale filing of any shares an IPO Registration Statement. In order to an underwriter pursuant enforce the foregoing covenant, the Company shall have the right to an underwriting agreement, or place restrictive legends on the transfer of any shares to any trust for certificates representing the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are securities subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have to impose stop transfer instructions with respect to the right, power Registrable Shares and authority such other securities of each Holder (and the securities of every other Person subject to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by foregoing restriction) until the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 2 contracts
Samples: Registration Rights Agreement (Orion Marine Group Inc), Purchase/Placement Agreement (Orion Marine Group Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock Shares or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up or such other period, not to exceed seventeen (1 7) days after the expiration of the 180 day period, as may be requested by the Company or an additional 18 days underwriter to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Shares held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders shareholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock Shares (after giving effect to conversion into Common Stock Shares of all outstanding Preferred StockShares). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Investors’ Rights Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Market Stand-Off Agreement. Holder hereby agrees that it will not, without the prior written consent (a) Each of the managing underwriterStockholders agrees not to sell or otherwise Transfer or dispose of any Registrable Securities held by such Stockholder, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified if requested by the Company and an underwriter of Equity Securities of the managing underwriter (such Company, for a period not longer than, (i) with respect to exceed the IPO, the one hundred and eighty (180) days, plus up to an additional 18 days to day period following the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares consummation of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) the IPO or (ii) following the IPO, the longer of (x) the ninety (90) day period following the consummation of the applicable Registration and (y) the period requested by an underwriter with respect to the applicable Registration (which period shall in no event exceed one hundred and eighty (180) days following the consummation of such Registration); provided that if such offering includes a primary underwritten offering by the Company, all directors and substantially all officers of the Company enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, similar agreements; and provided further that any if such transfer shall offering does not involve include a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of primary underwritten offering by the Company’s outstanding Common Stock (after giving effect , the Stockholders shall only be required to conversion enter into Common Stock of all outstanding Preferred Stock). The underwriters such agreements if such Stockholder is selling shares in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect theretooffering. Any discretionary waiver or termination of the restrictions of any or all of such agreements provided by the Company or an underwriter of Equity Securities of the underwriters Company with respect to the obligations set forth in the immediately preceding sentence shall apply to the other Stockholder on a pro rata to all holders subject to such agreements, basis (based on the number of Registrable Securities proposed to be sold by the Stockholders in such Registration).
(b) If requested by the underwriters, the Stockholders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to such agreementsthe foregoing restriction until the end of said period. The provisions of this Section 1.08 shall be binding upon any Transferee who acquires Registrable Securities.
Appears in 2 contracts
Samples: Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.), Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.)
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on (the “Lock-up Period”) of duration up to, but not exceeding, one 180 days following the date of the final prospectus relating to which forms a part of the registration by statement of the Company for its own behalf of shares of its Common Stock or any other equity securities filed under the Securities Act on a registration statement on Form S-1with respect to the initial public offering of securities of the Company, and ending on it shall not, to the date specified extent requested by the Company and the managing underwriter such underwriter, directly or indirectly sell, offer to sell, contract to sell (such period not to exceed one hundred eighty (180) daysincluding, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirementswithout limitation, any short sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or 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 or (other than to donees who agree to be similarly bound) any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 Company held by it at any time during such securitiesperiod except Ordinary Shares included in such registration, whether any such transaction described if any. Each Holder agrees to execute an agreement with said underwriters in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing customary form consistent with the provisions of this Section 7 1.14, provided, however that (i) all directors, officers and holders of 1% or more of the outstanding Capital Shares shall apply only sign substantially identical agreements; (ii) if any person bound by lockup or stand-off restrictions relating to securities of the Company is released from such restrictions, the underwriter shall so notify the Holder and shall simultaneously release the Holder from its own restrictions hereunder; and (iii) the agreement permits transfers to affiliates or other transferees if, in each case, the transferee enters into a substantially similar agreement.
(b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Company’s first underwritten public offering Registrable Securities of its Common Stock under each Holder (and the Securities Actshares or securities of every other person subject to the foregoing restriction) until the end of such Lock-up Period and, if applicable, the Restricted Period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.14.
(c) Notwithstanding the foregoing, the obligations described in this Section 1.14 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 sale of any shares future, or a registration relating solely to an underwriter pursuant to an underwriting agreement, SEC Rule 145 transaction on Form S-4 or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as forms which may be reasonably requested by promulgated in the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsfuture.
Appears in 2 contracts
Samples: Investor Rights Agreement (Montage Technology Group LTD), Investor Rights Agreement (Montage Technology Group LTD)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock Ordinary Shares or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, or securities representing those Ordinary Shares (including without limitation depositary interests, American depositary receipts, American depositary shares of Common Stock and/or other instruments), or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock Ordinary Shares (whether or such shares or any other securities) held immediately before the effective date of the registration statement for such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 2.10 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family Immediate Family Member of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable best efforts to obtain a similar agreement from all stockholders shareholders individually owning 1% or more than one percent (1%) of the Company’s outstanding Common Stock Ordinary Shares (after giving effect to conversion into Common Stock Ordinary Shares of all outstanding Preferred StockSeries A Shares, Series B Shares and Series C Shares). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Shareholder Agreement (General Atlantic, L.P.), Shareholder Agreement (Baker Bros. Advisors Lp)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the first sale to the public pursuant to the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up to an additional 18 days which period may be extended upon the request of the managing underwriter, to the extent necessary required by any FINRA rules, for an additional period of up to comply with applicable regulatory requirementsfifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all the Company’s officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Everspin Technologies Inc), Investors’ Rights Agreement (Everspin Technologies Inc)
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up or such other period as may be required by applicable law to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. .
(b) The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to (i) the sale of any shares to an underwriter pursuant to an underwriting agreement, or (ii) the transfer of any shares by a Holder to an Affiliate of such Holder or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). ) are subject to the same restrictions.
(c) The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any .
(d) Subject to customary exceptions and share holding thresholds, any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.), Investors’ Rights Agreement (Sienna Biopharmaceuticals, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up or such other period as may be requested by the Company or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.10 shall apply only to the Company’s first underwritten public offering IPO and shall apply to each Investor only if each officer, director and Holder owning 5% or more of its the Common Stock under the Securities Actor any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock agrees to similar restrictions, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Stockholders Agreement (Alzheon, Inc.), Stockholders Agreement (Alzheon, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an additional 18 days underwriter to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Nerdwallet, Inc.), Investors’ Rights Agreement (Nerdwallet, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up or ninety (90) days in the case of any registration other than the IPO, or in each case such other period as may be requested by the Company or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more not less than one five percent (15%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock)) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Jaguar Animal Health, Inc.), Investors’ Rights Agreement (Jaguar Animal Health, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO), 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 (A) shall apply only to the Company’s first underwritten public offering IPO, (B) shall not apply to shares of its Common Stock under acquired in the Securities Act, IPO or in the open market following the IPO and (C) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination If any of the restrictions obligations described in this Subsection 2.11 are waived or terminated with respect to any of the securities of any such Holder, officer, director or all greater than one-percent stockholder (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of such agreements securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or greater than one-percent stockholder. Notwithstanding the foregoing, the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number not require any transferee of shares subject pursuant to such agreementsan effective registration statement or, following the IPO, SEC Rule 144 to be bound by the terms of this Agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Scholar Rock Holding Corp), Investors’ Rights Agreement (Scholar Rock Holding Corp)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration IPO by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1Company, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall (i) only apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall (ii) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided provided, that the trustee of the trust agrees to be bound in writing by the restrictions set forth hereinherein and provided, and provided further that any such transfer shall not involve a disposition for value, (iii) not apply to the sale of shares of Common Stock acquired in the IPO or in the open market following the IPO and shall (iv) be applicable to Holder the Holders only if all officers Company officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning holders of more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock)) are subject to substantially the same restrictions. The underwriters in connection with such registration are intended third-third party beneficiaries of this Section 7 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination If any of the restrictions obligations described in this Section 2.11 are waived or terminated with respect to any of the securities of any such Holder or all executive officer, director or greater than one-percent stockholder of the Company (in any such agreements case, the “Released Securities”), then the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder or executive officer, director or greater than one-percent stockholder of the Company. The foregoing provisions of this Section 2.11 shall not apply to a Direct Listing and shall only be applicable to the Company’s IPO if the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementshas not already completed a Direct Listing.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Allbirds, Inc.), Investors’ Rights Agreement (Allbirds, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of shares securities of its the Company in connection with any public offering of the Company’s Class A Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1securities, and ending on the date specified by the Company and the managing underwriter directly or indirectly sell, offer to sell (such period not to exceed one hundred eighty (180) daysincluding, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirementswithout limitation, any short sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose ofof any Registrable Securities (other than to donees of such Holder, directly or indirectlywho agree to be similarly bound) within fourteen days prior to, any shares and for up to 90 days following, the effective date of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a Continuous Offering Registration Statement of the economic consequences Company filed under the Securities Act or the date of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is an underwriting agreement with respect to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first an underwritten public offering of its Common Stock under the Securities ActCompany’s securities (the “Stand-Off Period”); provided, however, that:
(a) with respect to any Stand-Off Period, such agreement to Stand-Off shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if the Registrable Securities to be sold on the Holder’s behalf to the public in such underwritten offering pursuant to such Continuous Offering Registration Statement;
(b) all executive officers and directors are subject to the same restrictions and of the Company uses then holding shares of Class A Common Stock of the Company shall enter into similar agreements;
(c) the Company shall use commercially reasonable efforts to obtain a similar agreement agreements from all stockholders individually owning more than one percent (1%) each 5% or greater stockholder of the Company’s outstanding Common Stock ; and
(after giving effect d) the Holder shall be allowed any concession or proportionate release allowed to conversion any (i) officer, (ii) director or (iii) other 5% or greater stockholder of the Company that entered into similar agreements. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities subject to this Section 6 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of Class A Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries each Holder (and the Class A Common Stock or securities of this Section 7 and shall have every other Person subject to the right, power and authority to enforce foregoing restriction) until the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bluerock Residential Growth REIT, Inc.), Registration Rights Agreement (Bluerock Residential Growth REIT, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to a Qualified Public Offering (as defined in the registration by the Company for its own behalf Certificate of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Incorporation) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 (w) shall not apply (1) to shares of Common Stock acquired by any Holder or any of its Affiliates at or in connection with the closing of a Qualified Public Offering other than shares acquired upon conversion of any shares of Preferred Stock or (2) to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Common Stock) acquired by a Holder following the effective date of the registration statement of the Company in connection with a Qualified Public Offering, (x) shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, a Qualified Public Offering; (y) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and (z) shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain obtains a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). Notwithstanding anything contained in this Subsection 2.11 to the contrary, the Company and each other party hereto acknowledge and agree that any agreement that any Holder enters into pursuant to this Subsection 2.11 shall not restrict any of such Holder’s (or any of such Holder’s Affiliates’) brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of business. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject Holders. The foregoing provisions of this Section 2.11 shall not apply to such agreements, based on a Direct Listing and shall only be applicable to a Qualified Public Offering if the number of shares subject to such agreementsCompany has not already completed a Direct Listing.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Flywire Corp), Investors’ Rights Agreement (Flywire Corp)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1X-0, Xxxx X-0, or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus although such period may be extended upon agreement of any managing underwriter and the Company for up to an seventeen (17) additional 18 days to the extent necessary to comply with applicable regulatory requirementsdays), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one five percent (15%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Receptos, Inc.), Investors' Rights Agreement (Receptos, Inc.)
Market Stand-Off Agreement. Holder Subject to Section 11.3(a), MSK hereby agrees that it will notMSK shall not sell, without dispose of, transfer, make any short sale of, grant any option for the prior written consent of purchase of, or enter into any hedging or similar transaction with the managing underwritersame economic effect as a sale, any Shares (or other securities in Licensee) held by MSK (other than those included in the registration) during the period commencing on the date of the final prospectus relating to Licensee’s first underwritten public offering pursuant to an effective registration statement filed by Licensee with the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities Securities and Exchange Commission under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company Licensee and the managing underwriter (such period not to exceed one hundred eighty (180l80) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), or such other period as may be reasonably requested by Licensee or an underwriter to accommodate regulatory restrictions on (i1) lendthe publication or other distribution of research reports; offer; pledge; sell; contract to sell; sell any option and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or contract to purchase; purchase any option or contract to sell; grant any option, rightNYSE Rule 472(f)(4), or warrant to purchaseany successor provisions or amendments thereto; or otherwise transfer or dispose ofprovided, directly or indirectlythat, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors of Licensee are subject to the same restrictions bound by and the Company have entered into similar agreements and Licensee uses commercially reasonable efforts to obtain a similar agreement from all stockholders shareholders individually owning more than at least one-half of one percent (10.5%) of the CompanyShares (including without limitation holders with securities convertible or exercisable into Shares). MSK agrees to execute and deliver such other agreements as may be reasonably requested by Licensee or the managing underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if reasonably requested by Licensee or the representative of the underwriters of the registered Shares (or other securities) of Licensee, MSK shall provide, within ten (10) days of such request, such information as may be reasonably required by Licensee or such representative in connection with the completion of any public offering of Licensee’s outstanding Common Stock securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 11.4 shall not apply to a registration relating solely to employee benefit plans on Forms F-1 or S-1, or Form F-8 or S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form F-4 or S-4 or similar forms that may be promulgated in the future. In order to enforce the foregoing covenant, Licensee may impose stop-transfer instructions with respect to such Shares (after giving effect to conversion into Common Stock or other securities) until the end of all outstanding Preferred Stock)such period. MSK agrees that any transferee of any of its Shares or other securities of Licensee held by MSK shall be bound by this Section 11.4. The underwriters in connection with such registration of Licensee’s securities are intended third-third party beneficiaries of this Section 7 11.4 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Exclusive License Agreement, Exclusive License Agreement (Galena Biopharma, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration initial public offering by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) dayscalendar days or such longer period, plus up not to an additional 18 exceed thirty-four (34) calendar days after the expiration of such 180-day period, as the Company or such managing underwriter shall request in order to the extent necessary to comply facilitate compliance with applicable regulatory requirements), FINRA rules) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares now owned or any such securities are then owned by Holder or are thereafter hereafter acquired) 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 such securitiesany securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause clause
(i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, covenants shall not apply to the sale of any shares by a Holder to an underwriter pursuant to an underwriting agreement, agreement or to shares purchased by a Holder in the transfer of any shares to any trust for open market following the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee completion of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for valueinitial public offering, and shall only be applicable to Holder only the Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock executive officers, directors and greater than five percent (after giving effect to conversion 5%) stockholders enter into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect theretosimilar agreements. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements. Each Holder agrees to execute an agreement(s) reflecting (i) and (ii) above as may be requested by the managing underwriters at the time of the initial public offering, and further agrees that the Company may impose stop transfer instructions with its transfer agent in order to enforce the covenants in (i) and (ii) above. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the covenants in this Section 1.15 and shall have the right, power and authority to enforce such covenants as though they were a party hereto.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Chegg, Inc), Investors’ Rights Agreement (Chegg, Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days, plus up but subject to extension as may be requested by the Company or an additional 18 days underwriter to the extent necessary to comply with accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, but only if such regulatory restrictions are applicable regulatory requirementsto the Company), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementssame restrictions.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eleison Pharmaceuticals Inc), Investors’ Rights Agreement (Eleison Pharmaceuticals Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up or such other period as may be reasonably requested by the Company or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock capital stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any (i) trust for the direct or indirect benefit of the Holder or an Immediate Family Member of the immediate family Holder or (ii) in the case of Holdera partnership or limited liability company to any partner or retired partner, member or retired member, or Affiliate, provided that the trustee of the trust in the case of (i) above or the partner or retired partner, member or retired member, or Affiliate in the case of (ii) above agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and the foregoing provisions of this Subsection 2.11 shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one two percent (12%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock)) are subject to substantially similar restrictions. The underwriters in connection with such registration registration, are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters with respect to any securities held by an officer, director, Major Investor or a stockholder individually owning more than two percent (2%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) shall apply pro rata to all holders Major Investors subject to such agreements, based on the number of shares subject to such agreements; provided, however, that no such pro-rata waiver or termination will be triggered in connection with (x) a discretionary waiver or termination in connection with any follow-on public offering of shares pursuant to a registration statement that is filed with the SEC so long as such Major Investor has been given the opportunity to participate in such offering on the same terms as any other Major Investor participating in such offering, or (y) any customary carve-out set forth in the lock-up agreement with the underwriters in the IPO (which for the avoidance of doubt shall not include a waiver specifically benefitting some but not all Major Investors).
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Maplebear Inc.), Investors’ Rights Agreement (Maplebear Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180days) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), 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 such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. Each Holder further agrees to execute and enter into an agreement (such agreement to be in the form as may be requested by the managing underwriter(s)) with the managing underwriter(s) of such Initial Offering to reflect the foregoing. The foregoing provisions of this Section 7 1.13 shall apply only to the Company’s first underwritten public offering Initial Offering of its Common Stock under the Securities Actequity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to Holder only the Holders if all officers officers, directors and directors are subject greater than one percent stockholders of the Company enter into similar agreements; provided, however, that if any provision of such agreement is waived or terminated with respect to any of the securities of any such officer, director or greater than one percent stockholder (in any such case of waiver or termination, such securities being the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same restrictions and extent with respect to the Company uses commercially reasonable efforts same percentage of securities of each Holder as the percentage the Released Securities represent with respect to obtain a similar agreement from all stockholders individually owning more the securities held by the applicable officer, director or greater than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)stockholder. The underwriters in connection with such registration the Company’s Initial Offering are intended third-third party beneficiaries of this Section 7 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees In order to execute such agreements as enforce the foregoing covenant, the Company may be reasonably requested by impose stop-transfer instructions with respect to the underwriters in connection with such registration that are consistent with this Section 7 Registrable Securities of each Holder (and the shares or that are necessary securities of every other person subject to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all foregoing restriction) until the end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Control4 Corp), Investors’ Rights Agreement (Control4 Corp)
Market Stand-Off Agreement. Each Holder hereby agrees that that, if required by the managing underwriter, it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the earliest possible date specified as required by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up which period may be extended upon the request of the managing underwriter for such longer period of time as is necessary to enable such underwriter to issue a research report or to make a public appearance that relates to an additional 18 earnings release or announcement by the Company within fifteen (15) days prior to or after the day that is one hundred eighty (180) days after the effective date of the registration statement relating to the extent necessary IPO, but in any event not to comply with applicable regulatory requirementsexceed two hundred ten (210) days following the effective date of the registration statement relating to such offering), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO, 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 such securities, 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. The foregoing provisions of this Section 7 2.11 (A) shall apply only to the Company’s first underwritten public offering IPO, (B) shall not apply to shares of its Common Stock under acquired in the Securities ActIPO or in the open market following the IPO, (C) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares (D) shall not apply to transfers by a Holder to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing its Affiliates permitted by the restrictions set forth hereinlaw, and provided further that any such transfer shall not involve a disposition for value, and (E) shall be applicable to Holder the Holders only if all officers officers, directors, and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination The Company agrees to use its reasonable efforts to obtain the agreement of the restrictions managing underwriter to periodic early releases of any or all portions of such agreements by the Company or the underwriters shall apply pro rata to all holders securities subject to such agreements, based on lock-up agreements upon the number request of shares subject a Holder to such early release, provided that in the event of any early release, all Holders will be released on a pro rata basis from such agreements. If any of the obligations described in this Subsection 2.11 are waived or terminated with respect to any of the securities of any such Holder, officer, director or greater than one-percent stockholder (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or greater than one-percent stockholder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Neon Therapeutics, Inc.), Investors’ Rights Agreement (Neon Therapeutics, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of shares securities of its Common Stock the Company, directly or indirectly sell, offer to sell (including without limitation any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirementsshort sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly of any Registrable Shares or indirectly, any other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for shares of Common Stock (whether such shares or any such securities are of the Company then owned by such Holder (other than to donees or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any partners of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is Holder who agree to be settled by delivery similarly bound) for a period of sixty (60) days following the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided, however, that:
(a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement;
(b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into similar agreements;
(c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60-day period applicable to all Holders other securities, in cash, or otherwise. The foregoing provisions than the executive officers and directors of the Company;
(d) this Section 7 shall apply only to not be applicable if a Shelf Registration Statement of the Company’s first underwritten public offering of its Common Stock Company filed under the Securities Act, shall not apply Act has been declared effective prior to the sale filing of any shares an IPO Registration Statement. In order to an underwriter pursuant enforce the foregoing covenant, the Company shall have the right to an underwriting agreement, or place restrictive legends on the transfer of any shares to any trust for certificates representing the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are securities subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have to impose stop transfer instructions with respect to the right, power Registrable Shares and authority such other securities of each Holder (and the securities of every other Person subject to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by foregoing restriction) until the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 2 contracts
Samples: Registration Rights Agreement (Banctec Inc), Registration Rights Agreement (Banctec Inc)
Market Stand-Off Agreement. If requested by the managing underwriter of Company securities, each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO or ninety (90) days in the case of any registration other than the IPO, plus up to an additional 18 days which period may be extended upon the request of the managing underwriter, to the extent necessary required by any FINRA rules, for an additional period of up to comply fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day or 90-day, as applicable, lockup period; provided, that if the stand off period is so extended, then the Company agrees to use all commercially reasonable efforts to negotiate with applicable regulatory requirementsthe parties that the Company is considering as managing underwriters, prior to the Company’s determination of such managing underwriters, to establish and agree upon the shortest possible lock-up period, taking into account the then current market conditions for public offerings in the Company’s industry so that the lock-up period is as close to 180 days or 90 days, as applicable, as reasonably practical),
(ia) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) offering or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiessecurities held immediately before the effective date of the registration statement for such offering, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or securities acquired in or following the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for valueIPO, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-third party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements (in customary form) as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements set forth in this Section 2.11 by the Company or the underwriters shall apply pro rata to all holders subject to such agreementsHolders, based on the number of shares subject to such agreementsof Registrable Securities held by each Holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Sprinklr, Inc.), Investors’ Rights Agreement (Sprinklr, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to (a) the sale of any shares of Common Stock (x) purchased by a Holder in connection with the IPO, or (y) acquired at any time after the IPO in the open market, (b) the sale of any shares to an underwriter pursuant to an underwriting agreement, or (c) the transfer of any shares to the Affiliates of the Holder, provided that such Affiliate agrees to be bound in writing by the restrictions set forth herein, or (d) the establishment of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the restricted period, or (e) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders that are subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (ArriVent Biopharma, Inc.), Investors’ Rights Agreement (ArriVent Biopharma, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty twenty (180120) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11, or that are necessary to give further effect thereto, or that are customary under the circumstances. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Registration Rights Agreement (Virios Therapeutics, Inc.), Registration Rights Agreement (Virios Therapeutics, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty 180 days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1801) daysthe publication or other distribution of research reports and (2) analyst recommendations and opinions, plus up to an additional 18 days to including, but not limited to, the extent necessary to comply with applicable regulatory requirementsrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain obtains a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investor Rights Agreement (Gryphon Online Safety, Inc.), Investor Rights Agreement (Gryphon Online Safety, Inc.)
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), 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 such securitiesthe Common Stock, 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, cash or otherwise. The foregoing provisions of this Section 7 2.12 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActInitial Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to Holder only the Holders if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more greater than one percent (1%) stockholders of the Company’s outstanding Common Stock (after giving effect to conversion Company enter into Common Stock of all outstanding Preferred Stock)similar agreements. The underwriters in connection with such registration the Initial Offering are intended third-party beneficiaries of this Section 7 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration the Initial Offering that are consistent with this Section 7 2.12 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.
(b) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all shares or securities of the Company of each Holder (and the shares or securities of every other Person subject to the restriction contained in this Section 2.12): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (RAPT Therapeutics, Inc.), Investors’ Rights Agreement (RAPT Therapeutics, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with period permitted by applicable regulatory requirementsrules or regulations), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors, and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any The Company will use its reasonable best efforts to ensure that any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Care.com Inc), Investors’ Rights Agreement (Care.com Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock Derivative Securities (whether such shares or any such securities Derivative Securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering shares of its Common Stock under equity securities of the Company and Derivative Securities Actissued and held prior to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee equity securities of the trust agrees to be bound in writing Company or Derivative Securities acquired as a part of the IPO or issued by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for valueCompany after the IPO, and shall be applicable to Holder the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning holders of more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) enter into similar agreements. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cloudflare, Inc.), Investors’ Rights Agreement (Cloudflare, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without for a period of (i) 180 days following the prior written consent of the managing underwriter, during the period commencing on the effective date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock first Qualified IPO filed on Form S-I or any other equity securities similar form under the Securities Act on a and (ii) ninety (90) days following any registration statement on Form S-1effected subsequent to the first Qualified IPO pursuant to Sections 2, 3 or 12 (provided the Holders are given written notice of the offering and ending on the date specified right to participate therein as provided for in this Agreement), each Holder shall not, unless otherwise agreed to by the Company and the managing underwriter underwriters, directly or indirectly sell, offer to sell, contract to sell (such period not to exceed one hundred eighty (180) daysincluding, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirementswithout limitation, any short sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, of (other than to those who agree to be similarly bound) any shares securities of the Company held by it at any time during such period except Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock included in such registration; provided, however, that all executive officers and directors of the Company and all other persons with registration rights (whether such shares or any such securities are then owned not pursuant to this Agreement) enter into similar agreements. In addition, each Holder agrees to acknowledge the undertaking provided for in this Section 15 by Holder or are thereafter acquired) or entering into customary written "lock-up" agreements with the managers of the relevant underwriting. The requirement of clause (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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to a Holder that, at the sale time of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee receipt of the trust agrees referenced notice from the Company, (a) beneficially owned less than 5% of the outstanding shares of each class of the capital stock of the Company, (b) is not an Affiliate or an employee of the Company and (c) waives any further benefits of this Agreement for it or any subsequent assignee or transferee of its Registrable Securities. In order to be bound in writing by enforce the restrictions set forth hereinforegoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are the shares or securities of every other person subject to the same restrictions and foregoing restriction) until the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (Corporate Staffing Resources Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1Equity Security, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up to an additional 18 days which period may be extended upon the request of the managing underwriter, to the extent necessary required by FINRA rules, for an additional period of up to comply with applicable regulatory requirementseighteen (18) days if the Company issues or proposes to issue an earnings or other public release within eighteen (18) days after the expiration of the 180-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, ; and shall (y) be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one five percent (15%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred StockStock and other Derivative Securities). The underwriters underwriters, in connection with such registration registration, are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Major Investors subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified If requested by the Company and an underwriter of Common Stock (or other securities) of the managing underwriter Company, a Holder shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such period not to exceed Holder (other than those included in the registration) during the one hundred eighty (180) daysday period following the APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company shall request, plus up if the Company is not an Emerging Growth Company under applicable U.S. securities laws and regulations, in order to an additional 18 facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation, not to exceed thirty-four (34) days after the termination of the one hundred eighty (180) day period), provided that such agreement shall only apply to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether first such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any registration statement of the economic consequences of ownership of such securitiesCompany, whether any such transaction described in clause (i) or (ii) above is including securities to be settled by delivery of Common Stock or other securities, sold on its behalf to the public in cash, or otherwisean underwritten offering. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 1.12 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or shares acquired in the transfer of any shares to any trust for Company’s initial public offering or in open market transactions on or after the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee date of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, Company’s initial public offering and shall only be applicable to Holder only the Holders if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than (regardless of ownership percentage) and one percent (1%) or greater shareholders of the Company’s outstanding Common Stock Company are required to enter into similar agreements; provided, however, that if any of the obligations described in this Section 1.12 are waived or terminated with respect to any of the securities of any such Holder, officer, director or one percent (after giving effect 1%) or greater shareholder (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to conversion into Common Stock the same extent and with respect to the same percentage of all outstanding Preferred Stock)securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or one percent (1%) or greater shareholder. If the underwriters reasonably request, the Company will require its employees to be bound by the provisions of this Section 1.12. The underwriters in connection with such registration the Company’s initial public offering are intended third-third party beneficiaries of this Section 7 1.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees The obligations described in this Section 1.12 shall not apply to execute such agreements as a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be reasonably requested by promulgated in the underwriters future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in connection the future. The Company may impose stop transfer instructions with such registration that are consistent with this Section 7 respect to the shares (or that are necessary securities) subject to give further effect thereto. Any discretionary waiver or termination the foregoing restriction until the end of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsapplicable periods.
Appears in 1 contract
Market Stand-Off Agreement. Holder hereby agrees that it will not(a) In connection with an Initial Public Offering (whether such offering was initiated by the Company, without the prior written consent of Initiating Holders or the managing underwriter, during the period commencing on the date of the final prospectus relating Series A Investors pursuant to the registration terms and conditions set forth in the Series A Registration Rights Agreement), if requested by the Company for its own behalf upon the recommendation of shares the Board of its Directors and an underwriter, the Holders agree not to sell or otherwise transfer or dispose of any Common Stock (or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by securities) of the Company and held by them during the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to day period following the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares effective date of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a registration statement of the economic consequences of ownership of such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock Company filed under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, ; provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning Other Stockholders who own more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect of the Company and all officers and directors of the Company enter into agreements with substantially the same terms and conditions. Such agreement shall be in writing in form satisfactory to conversion into Common Stock of all outstanding Preferred Stock)the Company and such underwriter. The underwriters in Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said one hundred eighty (180)-day period.
(b) In connection with such any registration are intended third-party beneficiaries of this Section 7 and shall have the rightother than an Initial Public Offering, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably if requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination Company upon the recommendation of the restrictions Board of Directors and an underwriter, the Holders shall not sell or otherwise transfer or dispose of any Common Stock (or all other securities) of such agreements by the Company held by them during the one hundred eighty day (180) day period following the effective date of a registration statement of the Company filed under the Securities Act; provided that all Other Stockholders and all officers and directors of the Company enter into agreements with substantially the same terms and conditions. Such agreement shall be in writing in form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the shares (or the underwriters shall apply pro rata to all holders securities) subject to the foregoing restriction until the end of said one hundred eighty day (180) day period.
(c) Each Holder further agrees that, upon the written request of the underwriter specified in Section 11(a) or Section 11(b) above, such agreementsholder shall execute a reasonable and customary “lockup letter” or similar instrument, based on that in the number opinion of shares subject the Holder fairly reflects the restrictions set forth in Section 11(a) or Section 11(b) as applicable. In addition, each Holder agrees that, any demand registration right exercised pursuant to Section 2 hereof during the market standoff period shall not be publicly disclosed, and a registration statement shall not be required to be filed, during such agreementsperiod specified in Section 11(a) or Section 11(b) above, as applicable, without the prior consent of the underwriter.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf or any successor of the Company of shares of its Common Stock Ordinary Shares or any other equity securities under the Securities Act on a registration statement on Form S-1F-1 or S-1 or Form F-3 or S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), : (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Ordinary Shares held before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 Clause 15.14 shall apply only to the Company’s first underwritten public offering of its Common Stock under IPO and shall be subject to such customary carve-outs as the Securities Actmanaging underwriter(s) shall agree to, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders shareholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)Ordinary Shares. The underwriters in connection with such registration are intended third-third party beneficiaries of this Section 7 Clause 15.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Clause 15.14 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company company or the underwriters shall apply pro rata to all holders Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to one percent (1) of the outstanding as converted Ordinary Shares. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities (and the securities of every other Person subject to the foregoing restriction) until the end of such period.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will that, during the Standoff Period, such Holder shall not, without the prior written consent of the Company or the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter ,
(such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (ia) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, or warrant to purchase; purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company, or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock of the Company, held immediately before the effective date of the registration statement for such offering (whether such which, for the avoidance of doubt, shall exclude any shares or any such securities are then owned by Holder or are thereafter acquired) or purchased in connection with an initial public offering); or
(iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock of the Company or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to (i) the sale of any shares securities of the Company to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors, and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually securityholders beneficially owning more than one percent (1%) of the Company’s outstanding Common Stock voting securities (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are similarly bound, (ii) the sale of any securities of the Company registered under the Securities Act acquired in the open market, or (iii) the establishment of a trading plan pursuant to Rule 10b5-1 of the Exchange Act, provided that such plan does not permit transfers during the Standoff Period. For purposes of this Section 2.11 and Section 2.12, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the covenants in this Section 2.11 and Section 2.12, the Company shall have the right to place restrictive legends on the certificates representing the securities of the Company subject to these Sections and to impose stop transfer instructions with respect to such securities until the end of such period. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and Section 2.12 hereof and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 and Section 2.12 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements. Each Holder agrees that any transferee of any Registrable Securities shall be bound by Sections 2.11 and 2.12 hereof.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, plus up to an additional 18 days to including, but not limited to, the extent necessary to comply with applicable regulatory requirementsrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or an Immediate Family Member of the immediate family Holder or an Affiliate of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to obtain from the managing underwriter(s) an agreement, and the underwriters may, in their sole discretion agree, to waive these restrictions in order to provide for periodic early releases of portions of the restrictions aforesaid securities upon the occurrence of certain specified events, any or all of such agreements by the Company or the underwriters shall release to apply pro rata to all holders Holders subject to such agreementsthis Section 2.11, based on the number of shares securities (determined on an as-converted basis) subject to such agreementsthe restrictions set forth in this Section 2.11.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering IPO, shall not apply to transactions (including, without limitation, any swap, hedge or similar agreement or arrangement) or announcements, in each case, relating to securities acquired in the IPO or securities acquired in open market or other transactions from and after the IPO or that otherwise do not involve or relate to securities of the Company owned by a Holder or its Common Stock under Affiliates prior to the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually (together with their Affiliates) owning more than one percent (1%) % of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of or any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the Company and the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Equity Securities or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Equity Securities held immediately prior to the effectiveness of the Registration Statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securitiesEquity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 1.13 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActInitial Offering, shall not apply to the sale of any shares equity securities to an underwriter pursuant to an underwriting agreement, or the transfer of any shares shall not apply to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing equity securities purchased by the restrictions set forth hereinHolders in the Initial Offering or on the open market following the Initial Offering, and provided further that any such transfer shall not involve apply to a disposition for valuetransfer to the Holder’s parent, subsidiary or affiliate, and shall only be applicable to Holder only the Holders if all officers officers, managers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more greater than one percent (1%) members or stockholders of the Company’s outstanding Common Stock (after giving effect Company agree to conversion into Common Stock of all outstanding Preferred Stock)and continue to be bound by the same terms. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration the Company’s Initial Offering that are consistent with this Section 7 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, agreements pro rata based on the number of shares equity securities subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.
(b) Each Holder agrees that a legend reading substantially as follows shall be placed on any and all certificates representing Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 1.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES.
Appears in 1 contract
Market Stand-Off Agreement. Holder hereby agrees that it will notIn the event of an underwritten offering of Company securities, without if requested by the prior written consent of the managing or lead managing underwriter, during Board Member shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Shares (the “Restricted Securities”), for a period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date time specified by the Company and the managing underwriter underwriter(s) in writing (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to ) following the extent necessary to comply effective date of a registration statement of the Company filed under the Act. In connection with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned registration, the Board Member shall supply the Company with such information as may be reasonably requested by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, the Company in whole or in part, any connection with the preparation and filing of the economic consequences of ownership of such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under a registration statement with the Securities Act, shall not apply to and Exchange Commission (the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock“SEC”). The underwriters Board Member shall not supply any information to the Company for inclusion in connection with such registration are intended third-party beneficiaries statement that will, taken as a whole, at the time the registration statement becomes effective under the Act, contain any untrue statement of this Section 7 and shall have a material fact or omit to state any material fact required to be stated therein or necessary in order to make the rightstatements therein, power and authority to enforce in light of the provisions hereof as though circumstances under which they were a party heretomade, not misleading. Xxxxxx further Board Member agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such registration Company and/or the underwriter(s) that are consistent with this Section 7 the foregoing or that are necessary to give further effect thereto. Any discretionary waiver or termination of In order to enforce the restrictions of any or all foregoing covenant, the Company may impose stop-transfer instructions with respect to Board Member’s Restricted Securities until the end of such agreements period. The Company represents and covenants that the foregoing “lock-up” restriction is and shall be no less favorable as is and shall be required by the Company from any other person or entity to which the underwriters shall apply pro rata to all holders subject to Company issues shares of its securities as a result of the Company’s acquisition of such agreements, based on the number of shares subject to such agreementsperson’s or entity’s business.
Appears in 1 contract
Samples: Non Employee Director Stock Grant and Restriction Agreement (Tvi Corp)
Market Stand-Off Agreement. Each Ordinary Shareholder and each Holder hereby agrees that that, upon request by the Company or the underwriters managing the Company’s IPO, it will notnot (other than those permitted to be included in the registration and other Disposal to Associates permitted by applicable law or to other Associates who agree to be similarly bound), without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock Ordinary Shares (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), 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 such securitiesthe Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 10 shall apply only to the Company’s first underwritten public offering IPO of its Common Stock under the Securities Actequity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to Holder only the Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more greater than one percent (1%) Shareholders of the Company enter into similar agreements with same terms and conditions as described in this Section 10, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding Common Stock share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. Each Shareholder of the Company shall take all steps consistent with the requirements of any applicable law to minimize lockup restrictions of the Preference Shares (after giving effect to or the Ordinary Shares issued upon the conversion into Common Stock of all outstanding Preferred Stockthe Preference Shares). The underwriters in connection with such registration the Company’s IPO are intended third-third party beneficiaries of this Section 7 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. The Company shall require all future acquirers of the Company’s Securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute such agreements prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as may be reasonably requested by the underwriters those contained in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements10.
Appears in 1 contract
Samples: Shareholders Agreement (58.com Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to in the extent necessary to comply with applicable regulatory requirements)case of the IPO, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, agreement and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders shareholders individually owning more than one percent (1%) of the Company’s outstanding issued Common Stock (after giving effect to conversion into Common Stock of all outstanding issued Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Company shareholders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Alx Oncology Holdings Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that (other than sales or dispositions to members of his, her or its Permitted Transferees (as defined in the Articles) which the managing underwriter has consented to and which are permitted under the applicable security laws and regulations and other than with respect to those Ordinary Shares included in such registration) it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 (one hundred eighty (180eighty) days, plus which period may be extended upon the request of the managing underwriter for an additional period of up to 15 (fifteen) days if the Company issues or proposes to issue an additional 18 earnings or other public release within 15 (fifteen) days to of the extent necessary to comply with applicable regulatory requirementsexpiration of the 180-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Ordinary Shares held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing and – unless otherwise agreed by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and Majority Preferred – shall be applicable to Holder the Holders only if all officers officers, directors, and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders shareholders individually owning more than 1% (one percent (1%percent) of the Company’s outstanding Common Stock Ordinary Shares (after giving effect on an as-converted basis) are subject to conversion into Common Stock of all outstanding Preferred Stock)the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus days or such shorter time as may be agreed between the relevant Holder and the managing underwriter in a stand-alone lock-up to an additional 18 days agreement entered into on or prior to the extent necessary to comply with applicable regulatory requirements), date hereof) (the “Lock- Up Period”) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Class A Common Stock held immediately prior to the effectiveness of the registration statement for the Initial Offering (whether such shares or any such securities are then owned by Holder or are thereafter acquired) the “Restricted Securities”), 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 such securitiesthe Restricted Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 2.12 (A) shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActInitial Offering, (B) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (C) shall not apply to shares acquired by a Holder in the Initial Offering or in open market transactions on or after the transfer effective date of any shares to any trust the registration statement for the direct Initial Offering; provided that, in either case, no filing with the SEC on Form 4 or indirect benefit of Holder or the immediate family of Holder, provided that the trustee Form 5 in accordance with Section 16(a) of the trust agrees to be bound in writing by the restrictions set forth herein1934 Act is required, and provided further that any such transfer shall not involve a disposition for value, and (D) shall be applicable to Holder the Holders only if all executive officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from all and stockholders individually owning more than one percent (1%) of the Company’s outstanding Class A Common Stock (after giving effect to conversion into Class A Common Stock of all outstanding Preferred securities exchangeable or convertible into shares of Class A Common Stock)) (each, a “1% Stockholder”) are subject to the same restrictions. The underwriters in connection with such registration the Initial Offering are intended third-party beneficiaries of this Section 7 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees If, prior to execute the expiration of the Lock-Up Period, the underwriters consent to the release of any Restricted Securities held by any executive officers or directors of the Company or 1% Stockholders from the restrictions set forth in this Section 2.12 (any such agreements release, a “Triggering Release” and, such parties receiving such release, the “Triggering Release Parties”), then a number of the Restricted Securities held by each Investor who is a Major Investor (as may defined below) on the date hereof, regardless of whether such Investor fails to hold a sufficient number of shares of Registrable Securities to constitute a “Major Investor” hereunder at any point in the future (each such Investor, a “Lock-Up Major Investor”) shall also be reasonably requested released from the restrictions set forth in this Section 2.12, such number of Restricted Securities being the total number of Restricted Securities held by such Lock-Up Major Investor on the date of the Triggering Release multiplied by a fraction, the numerator of which shall be the number of Restricted Securities released pursuant to the Triggering Release and the denominator of which shall be the total number of Restricted Securities held by the underwriters Triggering Release Parties on such date. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.
(b) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all shares or securities of the Company of each Holder (and the shares or securities of every other Person subject to the restriction contained in this Section 2.12): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. Notwithstanding the foregoing, upon expiration of the Lock-up Period, the Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder in connection with such registration that are consistent with this Section 7 or that are necessary a sale of Registrable Securities by a Holder pursuant to give further effect thereto. Any discretionary waiver or termination Rule 144 if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the restrictions of any or all of such agreements by Company) reasonably acceptable to the Company or to the underwriters shall apply pro rata effect that the securities proposed to all holders subject to such agreementsbe disposed of may lawfully be so disposed of without registration, based on the number of shares subject to such agreementsqualification and legend.
Appears in 1 contract
Market Stand-Off Agreement. Holder hereby agrees that it will notshall not sell, without the prior written consent of the managing underwriteroffer, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1pledge, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , lend or otherwise transfer or dispose ofencumber, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether or other securities) of the Company held by such shares Holder as of the date of such “lock-up” or any such securities are then owned by “market-standoff” agreement, nor shall the Holder or are thereafter acquired) or (ii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such any Common Stock (or other securities) during the one hundred eighty (180) day period following the effective date of a registration statement of the Company filed in connection with the Company’s initial public offering under the Securities Act (the “Lock-Up Period”); provided, whether that, if applicable to the Company, for the purpose of compliance with NASD Rule 2711(f)(4) or any such transaction described in clause successor provisions or amendments thereto, if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) above prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case, Purchaser hereby consents to an extension to the Lock-Up Period until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless such extension is waived in writing. The obligations described in this Section 3.5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be settled by delivery promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with a legend with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Holder agrees, if so requested by the Company or any representative of the underwriters, to execute such underwriters standard form of “lock-up” or “market standoff agreement in cash, or otherwise. The foregoing a form satisfactory to the underwriters and the Company and consistent with the provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements3.5.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up or such other period as may be requested by the Company or an underwriter, not to an additional 18 days exceed eighteen (18) days, to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto (the “Lock-Up Period”): (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 , and shall have not apply to transactions relating to shares of Common Stock acquired by a Holder in the rightIPO or in open market transactions subsequent to the IPO date, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration provided that are consistent with this (a) no filing under Section 7 13 or that are necessary to give further effect thereto. Any discretionary waiver or termination Section 16(a) of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number Exchange Act reporting a reduction in beneficial ownership of shares subject to such agreements.of Common Stock shall be required and (b) no filing under Section 13
Appears in 1 contract
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up or such longer period as the underwriters or the Company shall request in order to an additional 18 days to the extent necessary to comply facilitate compliance with applicable regulatory requirements), FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Ordinary Shares held immediately prior to the effectiveness of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securitiesthe Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash, cash or otherwise. In addition, if (x) during the last 17 days of the 180-day (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472) restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 180-day (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472) restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472) period, the restrictions imposed by this Section 2.12 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing provisions of this Section 7 2.12 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActInitial Offering, and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration the Company’s Initial Offering are intended third-party beneficiaries of this Section 7 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration the Company’s Initial Offering that are consistent with this Section 7 2.12 or that are necessary to give further effect thereto. Any discretionary waiver In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or termination securities of every other Person subject to the restrictions of any or all foregoing restriction) until the end of such agreements by period.
(b) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the Company shares or the underwriters shall apply pro rata to all holders securities of every other Person subject to such agreementsthe restriction contained in this Section 2.12): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (OR SUCH LONGER PERIOD AS MAY BE REQUIRED TO COMPLY WITH FINRA OR [INSERT APPLICABLE STOCK EXCHANGE OR OTC MARKET] MEMBER RULES) AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, based on the number of shares subject to such agreementsAS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.
Appears in 1 contract
Market Stand-Off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration if so requested by the Company for its own behalf of shares of its Common Stock or any other equity representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act on of 1933, as amended (the "Securities Act"), the Holder shall not, during the 180-day period (or such longer period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement on Form S-1, and ending on the date specified by of the Company and filed under the managing underwriter (such period not to exceed one hundred eighty (180) daysSecurities Act, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements)offer, (i) lend; offer; pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , lend or otherwise transfer or dispose ofof any Shares or other securities of the Company, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securitiesthe Shares or other securities of the Company, whether any such previously described transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock the Shares or other securities, in cash, cash or otherwise. The ; provided, however, that the foregoing provisions of this Section 7 such restriction shall apply only to the Company’s first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering of its Common Stock under the Securities Act. The Holder further agrees that the Holder shall execute any "lock-up letter" or similar instrument submitted by the Managing Underwriter to the Holder that reflects the foregoing restrictions or any part thereof and that the Managing Underwriter shall be a third party beneficiary of the provisions of this Section 5 and shall be fully entitled to enforce all rights set forth herein. The Holder hereby irrevocably appoints the Company and its President, or either of them, as the Holder's agents and attorneys-in-fact, with full power of substitution for and in the Holder's name, to execute any such "lock-up letter" or similar instrument submitted by the Managing Underwriter and to do any and all things in connection therewith, it being understood and acknowledged by the Holder that such power of attorney shall not impose or be deemed to impose any fiduciary duty or any other or obligation on either the Company or its President, shall be irrevocable and coupled with an interest and shall not apply to terminate by operation of law, whether by the sale death, bankruptcy or adjudication of any shares to an underwriter pursuant to an underwriting agreement, incompetency or insanity of the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family occurrence of Holder, provided that the trustee of the trust agrees any other event. The Company may impose stop-transfer instructions with respect to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are securities subject to the same foregoing restrictions and until the Company uses commercially reasonable efforts end of such Market Standoff Period. The Holder further agrees that without the prior written consent of the Managing Underwriter, the Holder shall not, during the Market Standoff Period, make any demand for or exercise any right (to obtain a similar agreement from all stockholders individually owning more than one percent (1%the extent the Holder shall have any such right) with respect to, the registration of any Shares or other securities of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Utilicraft Aerospace Industries, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration unless otherwise notified by the Company for its own behalf or an underwriter of shares securities of its the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Registrable Shares or other Common Stock Shares of the Company or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by convertible into or exchangeable or exercisable for Common Shares of the Company and then owned by such Holder (other than to donees or partners of the managing underwriter Holder who agree to be similarly bound) for a period (such period not x) in the case of all Holders of the Management Agreement Shares, of up to exceed one hundred eighty (180) daysdays following the effective date of an IPO Registration Statement of the Company filed under the Securities Act; and (y) in the case of all other Holders, plus of up to sixty (60) days following the effective date of an additional 18 days IPO Registration Statement of the Company filed under the Securities Act; provided, however, that:
(a) the restrictions above shall not apply to Registrable Shares sold pursuant to the extent necessary to comply IPO Registration Statement;
(b) all executive officers, directors, partners and members of the Company and the Manager, together with applicable regulatory requirements)certain Affiliates of the Company reasonably designated by the Underwriters in any Underwritten Offering, (i) lend; offer; pledge; sell; contract to sell; sell any option then holding Common Shares of the Company or contract to purchase; purchase any option or 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 or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) Shares of the Company enter into similar agreements for not less than the entire time period required of the Holders of the Management Agreement Shares hereunder;
(c) the Holders shall be allowed any swap concession or proportionate release allowed to any executive officers, directors, partners, members or other arrangement that transfers to another, in whole or in part, any Affiliates of the economic consequences Company and the Manager that entered into similar agreements (with such proportion being determined by dividing the number of ownership of shares being released with respect to such securitiesexecutive officer, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock director, partner, member or other securitiesAffiliate by the total number of issued and outstanding shares held by such executive officer, director, partner, member or other Affiliate); provided, that nothing in cashthis Section 7(c) shall be construed as a right to proportionate release for the executive officers, directors, partners, members or otherwise. The foregoing provisions other Affiliates of the Company and the Manager upon the expiration of the 60-day period applicable to all Holders other than the executive officers, directors, partners, members or other Affiliates of the Company and the Manager; and
(d) this Section 7 shall apply only to not be applicable if a Shelf Registration Statement of the Company’s first underwritten public offering of its Common Stock Company filed under the Securities Act, shall not apply Act has been declared effective prior to the sale filing of any shares an IPO Registration Statement. In order to an underwriter pursuant enforce the foregoing covenant, the Company shall have the right to an underwriting agreement, or place restrictive legends on the transfer of any shares to any trust for certificates representing the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are securities subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have to impose stop transfer instructions with respect to the right, power Registrable Shares and authority such other securities of each Holder (and the securities of every other Person subject to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by foregoing restriction) until the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (Ellington Financial LLC)
Market Stand-Off Agreement. Each Holder hereby agrees that he, she or it will notnot offer, without the prior written consent of the managing underwritersell, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell , pledge, grant any option or contract to purchase; purchase , make any option or contract to sell; grant any option, right, or warrant to purchase; short sale or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into into, exchangeable for or exercisable that represent the right to receive shares of Common Stock, whether now owned or exchangeable hereinafter acquired, owned directly by the Holder (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquiredincluding holding as a custodian) or (ii) enter into any swap or other arrangement that transfers with respect to another, in whole or in part, any which the Holder has beneficial ownership within the rules and regulations of the economic consequences SEC (collectively the “Holder’s Shares”) other than any Shares sold to the underwriters of ownership securities (the “Underwriters”) pursuant to the underwriting agreement (the “Underwriting Agreement”) in connection with an initial public offering (the “Initial Public Offering”) of such securities, whether any such transaction described in clause shares (ithe “Shares”) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwiseas otherwise provided herein. The foregoing provisions restriction is expressly agreed to preclude the Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of this Section 7 shall apply only the Holder’s Shares even if such shares would be disposed of by someone other than the Holder. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Holder’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. The market stand-off period (the “Market Stand-Off Period”) will commence on the date set forth on the final prospectus (the “Prospectus”) used to sell the Shares (the “Initial Public Offering Date”) pursuant to the CompanyUnderwriting Agreement and continue for 180 days after the Initial Public Offering Date. Notwithstanding the foregoing, the Holder may:
(a) transfer the Holder’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, Shares:
(i) as a bona fide gift or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holdergifts, provided that the trustee of the trust agrees donee or donees thereof agree to be bound in writing by the restrictions set forth herein,
(ii) to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder or, if the Holder is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust,
(iii) by will or the laws of descent,
(iv) in connection with a sale of the Holder’s Shares acquired (A) from the Underwriters in the Initial Public Offering or (B) in open market transactions after the Initial Public Offering Date,
(v) if the Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that controls, is controlled by or managed by or is under common control with such stockholder or (B) as part of a distribution to an equityholder of the Holder or to the estate of any such equityholder,
(vi) to the Company, as forfeitures to satisfy any income, employment or social tax withholding and remittance obligations of the Holder or the employer of the Holder in connection with the vesting of restricted stock units held by the Holder and outstanding as of the date of the Prospectus and described therein,
(vii) if (A) the Initial Public Offering date set forth on the Prospectus is on or prior to December 31, 2013, (B) the Holder is an employee of the Company as of the date of transfer and (C) the Company does not elect to settle income tax withholding and remittance obligations of the Holder (or the employer of the Holder) in connection with the vesting of restricted stock units held by the Holder by withholding shares of Common Stock as forfeitures pursuant to subclause (vi) above, then from and after February 15, 2014, the Holder may transfer up to 49.9% of the Common Stock underlying restricted stock units held by the Holder that are vested and settled on or after February 15, 2014 to satisfy income tax withholding and remittance obligations in connection with the vesting of restricted stock units outstanding as of the date of the Prospectus and described therein (for avoidance of doubt, this right to transfer shares of Common Stock will apply on a particular date only with respect to Common Stock underlying restricted stock units held by the Holder that are vested and settled on or before such date),
(viii) if the Initial Public Offering date set forth on the Prospectus is on or prior to December 31, 2013 and if the Holder is an employee of the Company as of the date of transfer, then from and after February 15, 2014, the Holder may transfer up to 17.6% of the Common Stock underlying restricted stock units held by the Holder that are vested and settled on or after February 15, 2014 to satisfy income tax obligations in connection with the vesting of restricted stock units outstanding as of the date of the Prospectus and described therein (for avoidance of doubt, this right to transfer shares of Common Stock will apply on a particular date only with respect to Common Stock underlying restricted stock units held by the Holder that are vested and settled on or before such date),
(ix) to the Company, in connection with the receipt of shares of Common Stock upon the “net” or “cashless” exercise of options to purchase shares of Common Stock for purposes of exercising such options, including the payment of taxes due as a result of such exercise, with respect to stock options outstanding as of the date of the Prospectus and described therein, provided further that any such transfer shall not involve a disposition for value, and shares of Common Stock received upon such exercise shall be applicable to Holder only if all officers and directors are subject to the same restrictions and terms of this market stand-off agreement,
(x) to the Company uses commercially reasonable efforts Company, in connection with the repurchase of shares of Common Stock issued pursuant to obtain an employee benefit plan disclosed in the Prospectus or pursuant to the agreements pursuant to which such shares were issued,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar agreement from transaction made to all stockholders individually owning more than one percent (1%) holders of the Company’s capital stock involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Holder’s Shares shall remain subject to the provisions of this market stand-off agreement,
(xii) in connection with the conversion of the outstanding preferred stock of the Company into shares of Common Stock, provided that any such shares of Common Stock received upon such conversion shall be subject to the terms of this market stand-off agreement,
(after giving effect xiii) by operation of law, such as pursuant to conversion into Common Stock a qualified domestic order or in connection with a divorce settlement, or
(xiv) with the prior written consent of all outstanding Preferred Stockthe Company; provided, however, that in the case of subclauses (i). The underwriters , (ii), (iii), (v) and (xiii) above, it shall be a condition to the transfer or distribution that each transferee, donee or distributee shall execute an agreement stating that such transferee, donee or distributee is receiving and holding such capital stock subject to the provisions of this market stand-off agreement and there shall be no further transfer of such capital stock except in accordance with this market stand-off agreement; provided, further, that in the case of subclauses (i), (ii), (iii), (iv) (v), (vii), (viii) and (ix), it shall be a condition to the transfer or distribution that no filing under Section 16 of the Exchange Act shall be required or voluntarily made during the Market Stand-Off Period in connection with such registration transfer or distribution, other than, in the case of subclauses (i), (ii) and (iii), a filing on Form 5 required and filed within 45 days after December 31, 2013; and provided, further, that the aggregate number of the Holder’s Shares that may be transferred pursuant to subclause (vii) and subclause (viii) shall not exceed 52.9% of the Holder’s Shares underlying restricted stock units that are intended thirdvested and settled on or after February 15, 2014; and
(b) enter into a written plan meeting the requirements of Rule 10b5-party beneficiaries 1 under the Exchange Act after the date of this Amendment relating to the sale of the Holder’s Shares, if then permitted by the Company, provided that the securities subject to such plan may not be sold until after the expiration of the Market Stand-Off Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made during the Market Stand-Off Period. For purposes of this Section 7 2.9, the term “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin and the term “Company” shall include any wholly owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right, power right to place restrictive legends on the certificates representing the shares subject to this Section and authority to enforce impose stop transfer instructions with respect to the provisions hereof as though they were a party heretoRegistrable Securities (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Xxxxxx Each Holder further agrees to execute such agreements as may be enter into any agreement reasonably requested required by the underwriters in connection with such registration that are consistent with to implement the foregoing within any reasonable timeframe so requested. Notwithstanding anything to the contrary contained herein, this market stand-off agreement will automatically terminate and the Holder will be released from all of his, her or its obligations of this Section 7 or that are necessary 2.9 upon the earliest to give further effect thereto. Any discretionary waiver or termination occur, if any, of (i) the Company’s Board of Directors making the formal determination not to proceed with the Initial Public Offering, (ii) the Company filing an application to withdraw the registration statement related to the Initial Public Offering, (iii) the Underwriting Agreement being executed but terminated (other than the provisions thereof which survive termination) prior to payment for and delivery of the restrictions shares of any Common Stock to be sold thereunder, or all of (iv) June 30, 2014, in the event that the Underwriting Agreement has not been executed by such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsdate.”
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will notwith PubCo that, without the prior written consent of the managing underwriterwith respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the period commencing on effective date of a Registration Statement of PubCo (or, in the case of an Underwritten Shelf Take-Down, the date of the final prospectus filing of a preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the registration by first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Company for its Holders that own behalf a majority of shares the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of its Common Stock or any other equity securities under the Securities Act on such Underwritten Offering (a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements“Market Stand-Off Period”), (i) lend; offer; such Holder or its Affiliates shall not sell, pledge; sell; contract to sell; sell , hypothecate, transfer, make any short sale of, loan, grant any option or contract right to purchase; purchase any option or contract to sell; grant any optionof, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers than to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is donees who agree to be settled similarly bound) any Registrable Securities held by delivery of Common Stock or other securitiesit at any time during such period except Registrable Securities included in such Registration. In connection with any Underwritten Offering contemplated by this Section 3.10, in cash, or otherwise. The foregoing provisions of this Section 7 PubCo shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses use commercially reasonable efforts to obtain cause each director and executive officer of PubCo to execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or Underwriters for any such Underwritten Offering a customary agreement (with customary terms, conditions and exceptions) that is substantially similar to the agreement delivered to the Underwriter or Underwriters by the Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.10; provided, that such agreement shall not be materially more restrictive than any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from all stockholders individually owning more than one percent (1%) the provisions of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all terms of such agreements by the Company or the underwriters agreement shall apply be on a pro rata to basis among all holders subject to such agreements, based on the number of shares subject to such agreementsHolders.
Appears in 1 contract
Samples: Investor Rights Agreement (Churchill Capital Corp IV)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1duration (up to, and ending on the date but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of the managing underwriter (such period not to exceed one hundred eighty (180) daysCompany, plus up to an additional 18 days following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent necessary requested by the Company and such underwriter, directly or indirectly sell, offer to comply with applicable regulatory requirementssell, contract to sell (including, without limitation, any short sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or 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 or (other than to donees who agree to be similarly bound) any securities convertible into or exercisable or exchangeable (directly or indirectly) for of the Company held by it at any time during such period except Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities) included in such registration or acquired in the public market after the offering; provided, however, that:
(a) such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in cashan underwritten offering; and
(b) all officers and directors of the Company, all one-percent securityholders, and all other persons with registration rights (whether or otherwisenot pursuant to this Agreement) shall be subject to similar restrictions. The In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 7 shall apply only to 1.14. Notwithstanding the Company’s first underwritten public offering of its Common Stock under foregoing, the Securities Act, obligations described in this Section 1.14 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 sale of any shares future, or a registration relating solely to an underwriter pursuant to an underwriting agreement, SEC Rule 145 transaction on Form S-4 or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as forms which may be reasonably requested by promulgated in the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsfuture.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will notthat, without the prior written consent of if requested by the managing underwriter, such Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Ordinary Shares (or other securities) of the Company held by such Holder (other than those included in the registration) (i) during the 180-day period commencing on following the effective date of the final prospectus relating to Initial Offering (or such longer period as the registration by underwriters or the Company for its own behalf of shares of its Common Stock shall request to accommodate regulatory restrictions including, but not limited to, FINRA Rule 2241, if applicable, or any other equity securities similar or successor provisions or amendments thereto), and (ii) with the prior approval of holders of more than 50% of the Registrable Securities, the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act on a registration statement on Form S-1, and ending on other than the date specified by Initial Offering (or such longer period as the underwriters or the Company and the managing underwriter (such period not shall request in order to exceed one hundred eighty (180) daysfacilitate compliance with FINRA Rule 2241, plus up if applicable, or any similar or successor provisions or amendments thereto); provided, that, with respect to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or and (ii) enter into any swap or other arrangement that transfers to anotherabove, in whole or in part, any of the economic consequences of ownership of such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than and holders of at least one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion voting securities are bound by and have entered into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 similar agreements; and shall have the rightprovided further, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, agreements pro rata based on the number of shares subject to such agreements. The foregoing provisions of this Section 2.9 shall not apply to (i) the sale of any shares to an underwriter pursuant to an underwriting agreement; (ii) the sale of any shares acquired as part of such offering or after such offering; or (iii) the transfer of any shares to an Affiliate or any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein.
Appears in 1 contract
Samples: Registration Rights Agreement (BICYCLE THERAPEUTICS LTD)
Market Stand-Off Agreement. Holder hereby agrees that it will In connection with the Initial Public Offering, each Investor or a transferee thereof, shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any capital stock acquired through the exercise of this Warrant without the prior written consent of the Company or its managing underwriter, during . Such restriction (the “Market Stand-Off”) shall be in effect for such period commencing on of time following the date of the final prospectus relating to for the registration offering as may be requested by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1such underwriter. In no event, and ending on the date specified by the Company and the managing underwriter (however, shall such period not to exceed one hundred eighty (180) days, days plus up such additional period as may reasonably be requested by the Company or such underwriter to an additional 18 days to the extent necessary to comply with applicable accommodate regulatory requirements), restrictions on (i) lend; offer; pledge; sell; contract to sell; sell any option the publication or contract to purchase; purchase any option or contract to sell; grant any optionother distribution of research reports, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into analyst recommendations and opinions, including (without limitation) the restrictions set forth in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any swap successor provisions or other arrangement that transfers to anotheramendments thereto), in whole or in part, any similar successor rules. In the event of the economic consequences declaration of ownership of such securitiesa stock dividend, whether any such a spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 shall apply only to affecting the Company’s first underwritten public offering outstanding securities without receipt of its Common Stock under consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any capital stock acquired through the Securities Actexercise of this Warrant subject to the Market Stand-Off, or into which such capital stock acquired through the exercise of this Warrant thereby become convertible, shall immediately be subject to the Market Stand-Off. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 19. This Section 19 shall not apply to securities registered in the sale of any shares to an underwriter pursuant to an underwriting agreement, public offering under the Act or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing securities issued by the restrictions set forth herein, Company that are purchased by Investors on the open market. All certificates evidencing capital stock acquired through the exercise of this Warrant (and provided further that any securities issued in substitution thereof or in respect thereof) shall bear such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and restrictive legends as the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of and the Company’s outstanding Common Stock (after giving effect counsel deem necessary or advisable under applicable law or pursuant to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have Warrant, including, without limitation, the rightfollowing: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreementsAS AMENDED, based on the number of shares subject to such agreementsFOR AN OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO THE MARKET STANDOFF PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER OF SUCH SECURITIES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, plus up to an additional 18 days to and (2) analyst recommendations and opinions, including, but not limited to, the extent necessary to comply with applicable regulatory requirementsrestrictions contained in FINRA Rule 2241(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply (x) to the sale of any shares to an underwriter pursuant to an underwriting agreement, or (y) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (z) any securities acquired by the Investor in the IPO or in an open-market transaction following the effectiveness of the registration statement for the IPO, and shall be applicable to Holder the Holders only if all officers officers, all directors, and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually or together with their Affiliates owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreementsagreement. If any of the obligations described in this Subsection 2.11 are waived or terminated with respect to any of the securities of any such Holder, officer, director or greater than one percent stockholder, the foregoing provisions shall be waived or terminated, as applicable, on a pro rata basis for each other Holder, director, officer or greater than one percent stockholder subject to such obligations.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Kymera Therapeutics, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed last more than the seventh (7th) day prior to, and on the one hundred eightieth (180th) day following, the effective date of such registration statement; provided that such one hundred eighty (180) days, plus up to an additional 18 days day period may be extended to the extent necessary to permit any managing underwriter to comply with applicable regulatory requirementsXXXXX Xxxx 2711(f)(4), (i) lend; offer; pledge; hedge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors and directors senior executives of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)on a Fully-Diluted Basis. The underwriters in connection with such registration are intended third-third party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Samples: Investor Rights Agreement
Market Stand-Off Agreement. The Holder hereby agrees that it will notthe Holder shall not exercise this Warrant or sell, without the prior written consent of the managing underwriteroffer, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1pledge, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to exercise or sell; sell , grant any option or contract to purchase; , purchase any option or contract to exercise or sell; , grant any option, right, right or warrant to purchase; , lend or otherwise transfer or dispose ofencumber, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Exercise Shares, nor shall the Holder or are thereafter acquired) or (ii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Exercise Shares, during a period that shall not exceed one hundred and eighty (180) days, plus such securities, whether any such transaction described in clause additional period as may reasonably be requested by the Company or its underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) above is to be settled by delivery of Common Stock or other securitiesanalyst recommendations and opinions, in cash, or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by including the restrictions set forth hereinin FINRA Rule 2241(b) and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules, following the effective date of the first registration statement of the Company filed under the Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act or following the consummation of a Going Public Transaction if not such a public offering (which 180-day period shall commence on the same date on which the majority of other Company shareholders or former shareholders become subject to the same or similar market stand-off requirement). The Holder further agrees, if so requested by the Company or any representative of its underwriters, to enter into such underwriter’s standard form of “lockup” or “market standoff” agreement in a form satisfactory to the Company and such underwriter. In addition, the Holder shall be obligated with respect to the exercisability of this Warrant and the Exercise Shares as set forth in the immediately preceding two sentences in connection with any other transaction in which the Company is merged, consolidated or otherwise combined with or into an entity which results in shareholders or former shareholders of the Company owning stock of a public company; provided that in such case any reference to the underwriters shall be deemed to refer to the underwriters or financial advisors or persons in equivalent capacity in connection with such transaction of such resulting public company or its affiliate, and provided further that any such reference to a first registration statement shall be deemed to refer to the equivalent document. The transfer shall not involve a disposition for value, restrictions and obligation to agree to additional lockups or market standoff terms shall be applicable to the Holder only if all officers and executive officers, directors are subject who were directors as of immediately prior to the same restrictions consummation of the Going Public Transaction or public offering, and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more holders of not less than one percent (1%) of the Company’s outstanding Common Stock ordinary shares of the Company as of immediately prior to the consummation of the Going Public Transaction or public offering (after giving effect to the conversion into Common Stock or exercise of outstanding options, warrants or convertible securities (including the preference shares)) of the Company, are all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have subject to the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect theretosame restrictions. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters (or other party with authority to waive or modify the restrictions) to any equityholder of the Company shall automatically apply pro rata to all holders equityholders of the Company that are subject to such agreements, based on the number of shares (including the Exercise Shares) subject to such agreements. If the “market stand-off” agreement provision of the XXX (as defined in the Exchange Agreement) is amended, subsequent to the amendment referred to in the Exchange Agreement, such that it becomes more favorable to the Investors (as defined in the XXX), the Company shall notify CRIL of such amendment and the Company shall agree to amend this Section 7 shall in the same manner.
Appears in 1 contract
Samples: Warrant Agreement (Satellogic Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Common Shares (other than to donees or partners of the Holder who agree to be similarly bound) within seven (7) days prior to and for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not up to exceed one hundred eighty (180) days, plus up to an additional 18 days to following the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares effective date of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a Registration Statement of the economic consequences Company filed under the Securities Act (the “Stand-Off Period”); provided, however, that:
(a) with respect to any Registration Statement filed subsequent to completion of ownership of such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first primary issuance of Common Shares in a public offering, the Stand-Off Periods shall not exceed an aggregate of 90 days during any 12 month period;
(b) with respect to the Stand-Off Period, such agreement shall not be applicable for 90 days after the filing of the Required Registration Statement with respect to Common Shares registered for resale on the Required Registration Statement except in the event of an underwritten public offering of its Common Stock under during such 90 day period;
(c) with respect to the Securities ActStand-Off Period, such agreement shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if Common Shares to be sold on the Holder’s behalf to the public in an Underwritten Offering pursuant to such Registration Statement;
(d) all executive officers and directors are subject to the same restrictions and trustees of the Company uses then holding Common Shares of the Company shall enter into similar agreements;
(e) the Company shall use commercially reasonable efforts to obtain a similar agreement agreements from all stockholders individually owning more than one percent (1%) each 5% or greater shareholder of the Company’s outstanding Common Stock ; and
(after giving effect f) the Holders shall be allowed any concession or proportionate release allowed to conversion any (i) officer, (ii) director or (iii) other 5% or greater shareholder that entered into Common Stock of all outstanding Preferred Stock)similar agreements. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and In order to enforce the foregoing covenant, the Company shall have the right, power and authority right to enforce place restrictive legends on the provisions hereof as though they were a party hereto. Xxxxxx further agrees certificates representing the Common Shares subject to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 9 and to impose stop transfer instructions with respect to the Registrable Shares and such other Common Shares of each Holder (and the Common Shares or that are necessary securities of every other person subject to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all foregoing restriction) until the end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (American Financial Realty Trust)
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ): (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. .
(b) The foregoing provisions of this Section 7 Subsection 2.11 (i) shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, (ii) shall not apply to (A) transactions (including, without limitation, any swap, hedge or similar agreement or arrangement) or announcements, in each case, relating to shares acquired in the IPO or shares acquired in open market or other transactions from and after the IPO or that otherwise do not involve or relate to any shares owned by Holder prior to the IPO, notwithstanding any voluntary or required filings that may be made in connection therewith under Section 16(a) of the Exchange Act, (B) the transfer of any shares to Affiliates of a Holder, or (C) the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust agreement for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth hereinsuch IPO, and provided further that any such transfer shall not involve a disposition for value, and (iii) shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than and holders of at least one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion the exchange into Common Stock of all outstanding Preferred Stock)Units) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of In the restrictions of any or all of such agreements by event that the Company or the underwriters managing underwriter waives or terminates any of the restrictions contained in this Subsection 2.11 or in a lock-up agreement with respect to the securities of any Holder, officer, director or greater than one-percent stockholder of the Company (in any such case, the “Released Securities”), the restrictions contained in this Subsection 2.11 and in any lock-up agreements executed by the Investors shall apply pro rata be waived or terminated, as applicable, to all holders subject the same extent and with respect to the same percentage of securities of each Investor as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or greater than one-percent stockholder. The Company is an intended third-party beneficiary of any lock-up agreement entered into by a Holder in connection with the IPO (a “Lock-Up Agreement”). Notwithstanding the foregoing, to the extent any of the provisions contained in a Lock-Up Agreement are in conflict with the provisions of this Subsection 2.11, the provisions of the Lock-Up Agreement shall control with regards to such agreements, based on Holder regarding the number of shares subject to such agreementsmatter herein.
Appears in 1 contract
Samples: Registration Rights Agreement (Apogee Therapeutics, Inc.)
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will notthat, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date duration specified by the Company and an underwriter of common stock or other securities of the managing underwriter (such period not Company, following the date of the first sale to exceed one hundred eighty (180) daysthe public pursuant to a registration statement of the Company filed under the 1933 Act, plus up to an additional 18 days it shall not, to the extent necessary requested by the Company and such underwriter, directly or indirectly sell, offer to comply with applicable regulatory requirementssell, contract to sell (including, without limitation, any short sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or 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 or (other than to donees who agree to be similarly bound) any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences Company held by it immediately prior to the effectiveness of ownership of the registration statement for such securitiesoffering except common stock included in, whether any or acquired after, such transaction described in clause registration; provided, however, that:
(i) or such agreement shall be applicable only to the first such registration statement of the Company which covers common stock (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 shall apply only ) to be sold on its behalf to the Company’s first public in an underwritten public offering of its Common Stock under the Securities Act, and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or the transfer of to any shares purchased or sold after the Initial Offering that are not otherwise subject to any trust for the direct or indirect benefit of Holder or the immediate family of Holdersimilar restrictions;
(ii) all officers, provided that the trustee directors and stockholders holding at least 3% of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (or stockholders with smaller percentages if required by the underwriters) of the Company enter into similar agreements; and
(iii) such market stand-off time period shall not exceed 180 days from the effective date of the Initial Offering or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 15 days before or after giving effect the date that is 180 days after the effective date of the registration statement relating to conversion into Common Stock such offering, but in any event not to exceed 210 days following the effective date of all outstanding Preferred Stock). The underwriters in connection with the registration statement relating to such registration are intended third-party beneficiaries offering.
(b) For purposes of this Section 7 and 1.13, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the rightright to place the following restrictive legend on the certificates representing the shares subject to this Section and to impose stop transfer instructions with respect to the Securities and such other Company securities of each Investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, power and authority to enforce the provisions hereof as though they were a party heretoINCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. Xxxxxx AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO AT LEAST 180 DAYS AFTER THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.
(c) Each Investor further agrees to execute such agreements as may be enter into any agreement reasonably requested required by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. implement the foregoing within any reasonable time frame so requested.
(d) Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, agreements pro rata based on the number of shares subject to such agreements.
(e) Notwithstanding the foregoing, the obligations described in this Section 1.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 under the Act or Form S-8 under the Act or similar forms which may be promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 under the Act or similar forms which may be promulgated in the future.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock Units or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 Units or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) Units 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares units to an underwriter pursuant to an underwriting agreement, or the transfer of any shares units to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders equityholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock Units (after giving effect to conversion into Common Stock Units of all outstanding Preferred StockUnits). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares units subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. Notwithstanding anything to the contrary in the Investment Representation, Transfer and Market Stand-Off Agreements or in the Subscription Agreements, each Holder hereby agrees that it will shall not, to the extent requested by the Company or an underwriter of the Company’s Common Shares, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysunderwriter(s), plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements)directly or indirectly, (i) lend; offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, rightright or warrant for the sale of, or warrant to purchase; otherwise dispose of or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s Common Stock Shares or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for Common Stock Shares (including the Warrants), whether such shares now owned or hereafter acquired by the undersigned (excluding Common Shares acquired in the IPO or acquired in the open market following the IPO) or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any such securities are then owned by Holder or are thereafter acquired) registration statement under the Securities Act, with respect to any of the foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesCommon Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or other securities, in cashcash or otherwise sell (other than in any such case to bona fide donees of the purchaser, or otherwisein each case, who agree to be similarly bound by completing and executing a copy of the Investment Representation, Transfer and Market Stand-Off Agreement and furnishing it to the Company) within the ninety (90) days following the effective date of the IPO Registration Statement. The foregoing provisions of this Section 7 shall apply only to remain in full force and effect for all Holders of the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter Shares until such time as a Holder receives Common Shares pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsRegistration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Tortoise Capital Resources Corp)
Market Stand-Off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the initial public offering, plus up to an additional 18 or ninety (90) days to in the extent necessary to comply with applicable regulatory requirements)case of any registration other than the initial public offering, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 these provisions and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 these provisions or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders of the Company’s Common Stock subject to such agreements, based on the number of shares subject to such agreements.
3. Except for the amendments and modifications set forth paragraphs 1 and 2 in this Amendment, all other provisions of the Agreement are hereby ratified and shall remain in full force and effect. Alterix, Inc. Logic International Consulting Group, LLC a Delaware Corporation a New York Limited Liability Company a subsidiary of BioChemics, Inc. By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES AS PERMITTED BY LAW AND THE SECURITIES PURCHASE AGREEMENT PURSUANT TO WHICH THE SECURITIES WERE ISSUED. This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for services rendered and to be rendered, Logic International Consulting Group, L.L.C. or assignee (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the effective date hereof, December 1, 2013 and on or prior to the close of business on the fifth (5th) anniversary of the date of this Warrant (the “Termination Date”), to subscribe for and purchase up to Four Million (4,000,000) shares of common stock (the “Warrant Shares”), from ALTERIX, INC., a Delaware corporation (the “Company”), par value $.01 per share of the Company (the “Common Stocks”), as provided below. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(a) below, as adjusted.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), 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 such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 2.11 shall (a) apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActInitial Public Offering, shall (b) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (c) not apply to transfers from any Fidelity Investor to any Fidelity Entity that is a charitable organization (including, without limitation, Fidelity Foundation, Fidelity Non-Profit Management Foundation or the transfer of any shares Xxxxxx X. Xxxxxxx Fund), or to any trust for the direct or indirect benefit of Holder or the immediate family of Holdersubsequent transferee thereof, provided that the trustee of the trust so long as any such transferee agrees in writing to be bound in writing by subject to the restrictions set forth hereinterms of this Agreement (other than the provisions of this Section 2.11) to the same extent as if it were a party hereto, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable (d) apply to Holder the Holders only if all executive officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more greater than one percent (1%) stockholders of the Company enter into similar agreements, and if any of the provisions of such agreements are waived or terminated with respect to any of such persons, the foregoing provisions shall be waived or terminated with respect to each Holder to the same extent. If the Company or the underwriter (if any) managing the Initial Public Offering waive (in whole or in part) the market standoff for any officer, director, employee, stockholder holding shares issued pursuant to the Company’s equity compensation plans, any other Holder or any stockholders that hold one percent (1%) or more of the Company’s outstanding Common Stock (after giving effect voting or equity securities, then the market standoff shall be waived to conversion into Common Stock of all outstanding Preferred Stock)the same extent for each Holder. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority In order to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees foregoing covenant, the Company may impose stop-transfer instructions with respect to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Registrable Securities of each Holder (and the shares or that are necessary securities of every other Person subject to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all foregoing restriction) until the end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 1 contract
Market Stand-Off Agreement. (a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, Acquiror during the period commencing on the date of the final prospectus relating to closing of the registration by Merger (the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, “Closing Date”) and ending on the date specified by that is six months from the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), Closing Date (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securitiesthe Common Stock, 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, cash or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements herein by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, agreements pro rata based on the number of shares subject to such agreements; provided, however, that such pro rata release shall not be required in the event that a waiver or termination is granted in connection with the registration or public offering of securities pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission. Each Holder further agrees that it will not during the period commencing on the Closing Date and ending on the date that is six months from the Closing Date exercise any registration rights with respect to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.. If an undersigned stockholder is a corporation, partnership, limited liability company, trust or other business entity, such undersigned stockholder may effect a Transfer to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of such undersigned stockholder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such undersigned stockholder (a “Permitted Affiliate Transfer”), provided, that, as a condition to any such Permitted Affiliate Transfer, the affiliate transferee in each case shall agree to be bound by market stand-off restrictions equally as restrictive as those set forth in the foregoing resolution. In order to enforce the foregoing covenant, Acquiror may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.
(b) Each Holder agrees that a legend reading substantially as follows
Appears in 1 contract
Market Stand-Off Agreement. (a) In connection with the Initial Public Offering, each Holder hereby agrees that it will notsuch Holder shall not sell, without transfer, make any short sale of, grant any option for the prior written consent purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or otherwise transfer or dispose of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its any Common Stock (or any other equity securities under of the Securities Act on Company) held by such Holder (other than those included in the registration) for a registration statement on Form S-1, and ending on the date period specified by the representative of the underwriters of the Common Stock (or any other securities) of the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 calendar days to following the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares effective date of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any a registration statement of the economic consequences of ownership of such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock Company filed under the Securities ActAct in connection with such offering; provided, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreementhowever, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, all current and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all future officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from and all stockholders individually owning more than current and future holders of at least one percent (1%) of the Company’s outstanding voting securities enter into similar agreements.
(b) In connection with any follow-on offering of the Company’s securities, each Series A Holder and Series A-2 Holder hereby agrees that such Series A Holder and Series A-2 Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or otherwise transfer or dispose of any Common Stock (after giving effect to conversion into or any other securities of the Company) held by such Series A Holder and Series A-2 Holder (other than those included in the registration) for a period specified by the representative of the underwriters of the Common Stock (or any other securities) of all outstanding Preferred Stock). The underwriters the Company not to exceed ninety (90) calendar days following the effective date of a registration statement of the Company filed under the Securities Act in connection with such registration are intended third-party beneficiaries offering; provided, however, that all current and future officers and directors of this Section 7 the Company and shall have all current and future holders of at least five percent (5%) of the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further Company’s voting securities enter into similar agreements.
(c) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such registration Company or the underwriter that are consistent with the Holder’s obligations under this Section 7 2.14 or that are necessary to give further effect thereto. Any discretionary waiver The obligations described in this Section 2.14 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or termination any other securities) subject to the foregoing restriction until the end of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsrelevant market stand-off day period.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), 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 such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. Notwithstanding the foregoing, such one hundred eighty (180) day period may be extended as required to comply with FINRA Rule 2711 (or any successor rules or amendments thereto). The foregoing provisions of this Section 7 1.12 shall apply only to the Company’s first underwritten public offering Initial Public Offering of its equity securities, shall not apply to shares of Common Stock under acquired in the Securities ActInitial Public Offering or in open market transactions after the Initial Public Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to Holder only the Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more greater than one percent (1%) stockholders of the Company’s outstanding Company enter into similar agreements, and shall not be applicable to any shares of Series E Preferred Stock or shares of Common Stock (after giving effect to issued or issuable upon conversion into Common of shares of Series E Preferred Stock following effectiveness of all outstanding Preferred Stock)the Re-Sale Form S-1. The underwriters in connection with such registration the Company’s Initial Public Offering are intended third-third party beneficiaries of this Section 7 1.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Kalobios Pharmaceuticals Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days, plus up or such other period as may be requested by the Company or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the applicable regulatory requirementsFINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to: (A) transactions relating to shares of Common Stock or other securities acquired by the Holder in the IPO or in open market or other transactions after the completion of the IPO; provided, that no public report or filing with the SEC or otherwise shall be required or shall be voluntarily made in connection with subsequent sales of securities acquired in a public offering or in such open market transactions other than any filings on Form 4, Form 5, Form 144, Schedule 13D, Schedule 13G, Form 13F, and Form 13H; and provided, further, that any such filings shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause; (B) the sale of any shares to an underwriter pursuant to an underwriting agreement, (C) the establishment of a trading plan pursuant to 10b5-1 or (D) the transfer of any shares to any (x) an Affiliate of a Holder or (y) trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain obtains a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration if so requested by the Company for its own behalf of shares of its Common Stock or any other equity representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act on of 1933. as amended (the "Securities Act"), the Holder shall not. during the 180-day period (or such longer period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement on Form S-1, and ending on the date specified by of the Company and filed under the managing underwriter (such period not to exceed one hundred eighty (180) daysSecurities Act. offer, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements)pledge, (i) lend; offer; pledge; sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , lend or otherwise transfer or dispose ofof any Shares or other securities of the Company, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securitiesthe Shares or other securities of the Company, whether any such previously described transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock the Shares or other securities, in cash, cash or otherwise. The ; provided, however, that the foregoing provisions of this Section 7 such restriction shall apply only to the Company’s first registration statement of the Company to become effective under the Securities Act that includes securities lo be sold on behalf of the Company to the public in an underwritten public offering of its Common Stock under the Securities Act. The Holder further agrees that the Holder shall execute any "lock-up letter" or similar instrument submitted by the Managing Underwriter to the Holder that reflects the foregoing restrictions or any part thereof and that the Managing Underwriter shall be a third party beneficiary of the provisions of this Section 5 and shall be fully entitled to enforce all rights set forth herein. The Holder hereby irrevocably appoints the Company and its President, or either of them, as the Holder's agents and attorneys-in-fact, with full power of substitution for and in the Holder's name, to execute any such "lock-up letter" or similar instrument submitted by the Managing Underwriter and to do any and all things in connection therewith, il being understood and acknowledged by the Holder that such power of attorney shall not impose or be deemed to impose any fiduciary duty or any other or obligation on either the Company or ils President, shall be irrevocable and coupled with an interest and shall not apply to terminate by operation of law. whether by the sale death, bankruptcy or adjudication of any shares to an underwriter pursuant to an underwriting agreement, incompetency or insanity of the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family occurrence of Holder, provided that the trustee of the trust agrees any other event. The Company may impose slop-transfer instructions with respect to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are securities subject to the same foregoing restrictions and until the Company uses commercially reasonable efforts end of such Market Standoff Period. The Holder further agrees that without the prior written consent of the Managing Underwriter, the Holder shall not. during the Market Standoff Period, make any demand for or exercise any right (to obtain a similar agreement from all stockholders individually owning more than one percent (1%the extent the Holder shall have any such right) with respect to. the registration of any Shares or other securities of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. The Holder hereby agrees that it will notthat, without following the prior written consent of the managing underwriter, during the period commencing on the effective date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1for the Company’s Initial Public Offering, for the period of time and ending on to the date specified extent reasonably requested by the Company underwriter(s) and the managing underwriter (Company, such period not to exceed one hundred eighty (180) 180 days, plus up such Holder shall not sell, offer to an additional 18 days sell, contract to the extent necessary to comply with applicable regulatory requirementssell (including, without limitation, any short sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose ofof this Warrant or any shares of Warrant Stock or other securities of the Company then owned by the Holder, directly or indirectly, any shares of Common Stock or any except securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned covered by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that the registration statement and transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is transferees who agree to be settled by delivery of Common Stock or other securitiessimilarly bound; provided, in cash, or otherwise. The foregoing provisions of this Section 7 that such restriction shall apply only to if the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all executive officers and directors are subject to of the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one Company, as well as any holder of at least five percent (15%) of the Company’s outstanding Common Stock (after giving effect capital stock, shall have agreed to conversion into Common Stock of all outstanding Preferred Stock)be bound by substantially the same terms and conditions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and In order to enforce the foregoing covenant, the Company shall have the right, power and authority right to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based place restrictive legends on the number of certificates representing the shares subject to this Section and to impose stop‑transfer instructions with respect to the shares of Warrant Stock and any other shares of stock of the Holder during such agreementsstand‑off period if necessary to enforce such restrictions. Dated: ________________ THE COMPANY: [NAME OF ISSUING CORPORATION] By: __________________________ Name: Title: AGREED AND ACKNOWLEDGED: THE HOLDER: TMURA By: Name: Title: To: [Name of Issuing Corporation] The undersigned pursuant to the provisions set forth in the attached Warrant (No. ____), hereby irrevocably (check one and complete the relevant blanks):
(a) elects to purchase _________ shares of the Common Stock, par value [$.001] per share (the “Common Stock”), of [Name of Issuing Corporation], a [Delaware] corporation, covered by such Warrant and herewith makes payment of $________, representing the full purchase price for such shares at the price per share provided for in such Warrant; or
(b) elects to convert such Warrant with respect to _________ shares of Common Stock subject to the Warrant in accordance with Section 2.3 of the Warrant.
Appears in 1 contract
Samples: Warrant Agreement
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to or such other period as may be requested by the Company or an additional 18 days underwriter to the extent necessary to comply with applicable regulatory requirements, including, without limitation, the restrictions contained in Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc. or NYSE Rule 472(f)(4), (i) lend; or any successor provisions or amendments thereto), offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any held immediately before the effective date of the economic consequences registration statement for such offering. Notwithstanding anything in this Agreement to the contrary, this Section 1.14 shall only apply to the Company’s IPO and for one year following the effective date of ownership of such securities, 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 otherwisethe Company’s IPO. The foregoing provisions of this Section 7 1.14 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall (a) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or an Immediate Family Member of the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall (b) be applicable to Holder the Holders only if all officers and directors of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-third party beneficiaries of this Section 7 1.14 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 1.14 or that are necessary to give further effect thereto. Any discretionary waiver The obligations described in this Section 1.14 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or termination of Form S-8 or similar forms that may be promulgated in the restrictions of any future, or all of such agreements by a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsfuture.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), ) (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), 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 such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwiseotherwise (a “Market Stand-Off Agreement”). The foregoing provisions of this Section 7 1.13 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if the Holders to the extent all officers and directors are subject to of the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually Company, as well as any holder owning more than one percent (1%) % of the outstanding stock of the Company’s outstanding Common Stock (after giving effect to conversion , on an as-converted basis, enter into Common Stock of all outstanding Preferred Stock)similar agreements. The underwriters in connection with such registration the Initial Offering are intended third-third party beneficiaries of this Section 7 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as Notwithstanding the foregoing, all (but not less than all) Holders may be reasonably requested by granted early release from the provisions of this Section 1.13, if prior to the effectiveness of this provision, the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary present a plan to give further effect thereto. Any discretionary waiver or termination the Board of Directors of the restrictions Company for the Holders’ release from such provisions in the event market conditions are favorable following the effective date of any a registration statement pertaining to the Initial Offering. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or all securities of every other person subject to the foregoing restriction) until the end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Compellent Technologies Inc)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up or such other period as may be requested by the Company and the managing underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by to the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, value and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements. The foregoing provisions of this Subsection 2.11 shall not apply to a Direct Listing and shall only be applicable to the IPO if the Company has not already completed a Direct Listing.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it that, during the Standoff Period, such Holder will not, without the prior written consent of the Company or the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter ,
(such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (ia) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Stock, or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock Stock, held immediately before the effective date of the registration statement for such offering; or
(whether such shares or any such securities are then owned by Holder or are thereafter acquired) or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 3.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one three percent (13%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are similarly bound. For purposes of this Section 3.11, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. Any discretionary waiver or termination of the restrictions of any or all such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements; provided, however, that the Company’s Board of Directors may approve the waiver or termination of restrictions with respect to up to 1,750,000 shares of the Company’s capital stock without having such waiver or termination apply pro-rata to all Holders. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 3.11 and to impose stop transfer instructions with respect to such shares until the end of such period. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 3.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 3.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of shares securities of its Common Stock the Company, directly or indirectly sell, offer to sell (including without limitation any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirementsshort sale), (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly of any Registrable Shares or indirectly, any other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for shares of Common Stock (whether such shares or any such securities are of the Company then owned by such Holder (other than to donees or are thereafter acquiredpartners of the Holder who agree to be similarly bound) within (60) days following either (x) the effective date of the IPO Registration Statement of the Company filed under the Securities Act or (iiy) enter into any swap or other arrangement that transfers the date of an Underwritten Offering by the Company pursuant to another, in whole or in part, any a shelf registration statement of the economic consequences Company filed under the Securities Act; provided, however, that:
(a) with respect to the up to 60-day restriction that follows the effective date of ownership the IPO Registration Statement, such agreement shall not be applicable to Registrable Shares sold pursuant to such IPO Registration Statement;
(b) all executive officers and directors of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery the Company then holding shares of Common Stock or other securities, in cash, securities convertible into or otherwise. The foregoing provisions exchangeable or exercisable for shares of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)the Company shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and
(c) the Holders shall be allowed any concession or proportionate release allowed to any executive officer or director that entered into similar agreements. The underwriters in connection with such registration are intended third-party beneficiaries of In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and shall have to impose stop transfer instructions with respect to the right, power Registrable Shares and authority such other securities of each Holder (and the securities of every other Person subject to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by foregoing restriction) until the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all end of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreementsperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (Spirit Finance Corp)
Market Stand-Off Agreement. Each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration extent requested by the Company for its own behalf or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Registrable Shares or other shares of its Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for a period (x) in the case of the Company’s officers, directors, managers or employees, in each case to the extent such Holder holds shares of Common Stock or any other equity securities under convertible into or exchangeable or exercisable for shares of Common Stock, beginning on the Securities Act on a registration statement on Form S-1effective date of, and ending on the date specified by the Company and the managing underwriter (such continuing for a period not of up to exceed one hundred eighty (180) daysdays following the effective date of, plus the IPO Registration Statement of the Company; and (y) in the case of all other Holders, beginning on the effective date of, and continuing for a period of up to an additional 18 sixty (60) days following the effective date of the IPO Registration Statement of the Company; provided, however, that:
(a) the restrictions above shall not apply to Registrable Shares sold pursuant to the extent necessary IPO Registration Statement;
(b) with respect to comply with applicable regulatory requirementsthe Holders (other than the Company’s officers, directors, managers or employees), (i) lend; offer; pledge; sell; contract the restrictions above shall not apply to sell; sell any option or contract to purchase; purchase any option or 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 of the Company acquired in the open market following the effective date of the IPO Registration Statement;
(c) all executive officers and directors of the Company then holding shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock of the Company enter into agreements that are no less restrictive;
(d) the Holders shall be allowed any concession or other securitiesproportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in cash, or otherwise. The foregoing provisions of this Section 7 8(d) shall apply only be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and directors of the Company’s first underwritten public offering of its Common Stock under the Securities Act, shall not apply ;
(e) with respect to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth hereinin clause (y) above, and provided further that any such transfer shall not involve a disposition for value, and each Holder shall be applicable allowed a proportionate release granted to any other Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested proportion being determined by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on dividing the number of shares being released with respect to such Holder by the total number of issued and outstanding shares held by such Holder); and
(f) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such agreementsother securities of each Holder (and the securities of every other Person subject to the foregoing restriction) until the end of such period.
Appears in 1 contract
Samples: Registration Rights Agreement (American Residential Properties, Inc.)
Market Stand-Off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration if so requested by the Company for its own behalf of shares of its Common Stock or any other equity representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act on of 1933, as amended (the "Securities Act"), the Holder shall not, during the 180-day period (or such longer period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement on Form S-1, and ending on the date specified by of the Company and filed under the managing underwriter (such period not to exceed one hundred eighty (180) daysSecurities Act, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements)offer, (i) lend; offer; pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , lend or otherwise transfer or dispose ofof any Shares or other securities of the Company, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securitiesthe Shares or other securities of the Company, whether any such previously described transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock the Shares or other securities, in cash, cash or otherwise. The ; provided, however, that the foregoing provisions of this Section 7 such restriction shall apply only to the Company’s first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering of its Common Stock under the Securities Act. The Holder further agrees that the Holder shall execute any "lock-up letter" or similar instrument submitted by the Managing Underwriter to the Holder that reflects the foregoing restrictions or any part thereof and that the Managing Underwriter shall be a third party beneficiary of the provisions of this Section 5 and shall be fully entitled to enforce all rights set forth herein. The Holder hereby irrevocably appoints the Company and its President, or either of them, as the Holder's agents and attorneys-in-fact, with full power of substitution for and in the Holder's name, to execute any such "lock-up letter" or similar instrument submitted by the Managing Underwriter and to do any and all things in connection therewith, it being understood and acknowledged by the Holder that such power of attorney shall not impose or be deemed to impose any fiduciary duty or any other or obligation on either the Company or its President, shall be irrevocable and coupled with an interest and shall not apply to terminate by operation of law. whether by the sale death, bankruptcy or adjudication of any shares to an underwriter pursuant to an underwriting agreement, incompetency or insanity of the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family occurrence of Holderany other event. The Company may impose stop-transfer instructions with, provided that the trustee of the trust agrees respect to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are securities subject to the same foregoing restrictions and until the Company uses commercially reasonable efforts end of such Market Standoff Period. The Holder further agrees that without the prior written consent of the Managing Underwriter, the Holder shall not, during the Market Standoff Period, make any demand for or exercise any right (to obtain a similar agreement from all stockholders individually owning more than one percent (1%the extent the Holder shall have any such right) with respect to, the registration of any Shares or other securities of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company and an underwriter of Class A Common Stock or any other Equity Securities of the Company, each Holder hereby agrees that it will shall not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Class A Common Stock or any other equity securities Equity Securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty ninety (18090) days, plus up to days or such other period as may be requested by the Company or an additional 18 days to the extent necessary to comply with applicable regulatory requirementsunderwriter), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, right or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Class A Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash, or otherwise; provided that all executive officers and directors of the Company are bound by and have entered into similar agreements unless waived by the Holders, which waiver shall be in the sole discretion of the Holders. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.12 shall not apply to (i) the registration and sale of any Registrable Securities on a registration statement on Form S-1 or Form S-3 or (ii) the sale of any shares by the Holders to an underwriter pursuant to an underwriting agreementagreement (including any Registrable Securities), or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or an Immediate Family Member of the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further provided, further, that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx If requested by the Company and an underwriter of Class A Common Stock (or other securities) of the Company, each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.12 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Samples: Registration Rights Agreement (Rani Therapeutics Holdings, Inc.)
Market Stand-Off Agreement. Holder hereby Columbia agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company Corporation and the managing underwriter (such period not to exceed one hundred eighty (180) days), plus up or such other period as may be requested by the Corporation or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 6.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the holder of the Shares only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning holders of more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock)) enter into similar agreements. The underwriters in connection with such registration the IPO are intended third-third party beneficiaries of this Section 7 6.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each holder of the Shares further agrees to execute such agreements in customary form as may be reasonably requested by the underwriters in connection with such registration the IPO that are consistent with this Section 7 6.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to in the extent necessary to comply with applicable regulatory requirements)case of the IPO or ninety (90) days in the case of any registration other than the IPO, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreementagreement or to the establishment of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the restricted period, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1Act, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up or such other period as may be requested by the Company or an underwriter to an additional 18 days to accommodate regulatory restrictions on (1) the extent necessary to comply with applicable regulatory requirementspublication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act2.10, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders shareholders individually owning more than one five percent (15%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Company shareholders that are subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Samples: Registration Rights Agreement (Heart Test Laboratories, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 such securities, 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. The foregoing provisions of this Section 7 Subsection 2.11 shall apply only to the CompanyIPO, and shall not apply to distributions to current or former partners, members or stockholders of a Holder or to the transfer of any shares owned by a Holder in the Company to its Affiliates or any of the Holder’s first underwritten public offering stockholders, members, partners or other equity holders; provided that the Affiliate, stockholder member, partner or other equity holder of its Common Stock under the Securities ActHolder agrees to be bound in writing by the restrictions set forth herein, shall not apply to transactions or announcements relating to: (1) securities acquired in the IPO or (2) securities acquired in open market transactions from and after the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement agreements from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Investors that are subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Dyne Therapeutics, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO or other registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up which period may be extended upon the request of the managing underwriter to an additional 18 days to the extent necessary allow it to comply with applicable regulatory requirementsrestrictions (including Rule 2711(f)(4) or any successor rule or regulation of the Financial Industry Regulatory Authority) for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period),
(i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder the Holders only if all officers officers, directors, and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration if so requested by the Company for its own behalf of shares of its Common Stock or any other equity representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act on of 1933, as amended (the “Securities Act”), the Holder shall not, during the 180-day period (or such longer period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration statement on Form S-1, and ending on the date specified by of the Company and filed under the managing underwriter (such period not to exceed one hundred eighty (180) daysSecurities Act, plus up to an additional 18 days to the extent necessary to comply with applicable regulatory requirements)offer, (i) lend; offer; pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , lend or otherwise transfer or dispose ofof any Shares or other securities of the Company, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securitiesthe Shares or other securities of the Company, whether any such previously described transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock the Shares or other securities, in cash, cash or otherwise. The ; provided, however, that the foregoing provisions of this Section 7 such restriction shall apply only to the Company’s first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering of its Common Stock under the Securities Act. The Holder further agrees that the Holder shall execute any “lock-up letter” or similar instrument submitted by the Managing Underwriter to the Holder that reflects the foregoing restrictions or any part thereof and that the Managing Underwriter shall be a third party beneficiary of the provisions of this Section 5 and shall be fully entitled to enforce all rights set forth herein. The Holder hereby irrevocably appoints the Company and its President, or either of them, as the Holder’s agents and attorneys-in-fact, with full power of substitution for and in the Holder’s name, to execute any such “lock-up letter” or similar instrument submitted by the Managing Underwriter and to do any and all things in connection therewith, it being understood and acknowledged by the Holder that such power of attorney shall not impose or be deemed to impose any fiduciary duty or any other or obligation on either the Company or its President, shall be irrevocable and coupled with an interest and shall not apply to terminate by operation of law, whether by the sale death, bankruptcy or adjudication of any shares to an underwriter pursuant to an underwriting agreement, incompetency or insanity of the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family occurrence of Holder, provided that the trustee of the trust agrees any other event. The Company may impose stop-transfer instructions with respect to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are securities subject to the same foregoing restrictions and until the Company uses commercially reasonable efforts end of such Market Standoff Period. The Holder further agrees that without the prior written consent of the Managing Underwriter, the Holder shall not, during the Market Standoff Period, make any demand for or exercise any right (to obtain a similar agreement from all stockholders individually owning more than one percent (1%the extent the Holder shall have any such right) with respect to, the registration of any Shares or other securities of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Samples: Master Financing Agreement (Utilicraft Aerospace Industries, Inc.)
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1Equity Security, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, plus up to an additional 18 days which period may be extended upon the request of the managing underwriter, to the extent necessary required by FINRA rules, for an additional period of up to comply with applicable regulatory requirementseighteen (18) days if the Company issues or proposes to issue an earnings or other public release within eighteen (18) days after the expiration of the 180-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) 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 such securities, 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. The foregoing provisions of this Section 7 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities Act, 2.11 (x) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, ; and shall (y) be applicable to Holder the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one five percent (15%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred StockStock and other Derivative Securities). The underwriters underwriters, in connection with such registration registration, are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders Major Investors subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. Holder Each Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, plus up to an additional 18 days to including, but not limited to, the extent necessary to comply with applicable regulatory requirementsrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto),
(i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or 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 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by Holder or are thereafter acquired) or 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 such securities, 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. The foregoing provisions of this Section 7 2.11 shall apply only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder the Stockholder or the immediate family of HolderStockholder’s Immediate Family Member, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements.
Appears in 1 contract
Market Stand-Off Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date duration specified by the Company and an underwriter of Common Stock or other securities of the managing underwriter (such period not Company, following the effective date of a registration statement of the Company filed under the Act pertaining to exceed one hundred eighty (180) daysthe IPO, plus up to an additional 18 days it shall not, to the extent necessary to comply with applicable regulatory requirements)requested by the Company or such underwriter, (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), or (ii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 7 ; provided, however, that:
(a) such agreement shall apply be applicable only to the Company’s first underwritten public offering of its Common Stock under the Securities ActIPO and, shall not apply with respect to the sale of any shares Series H Investors, only to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of Holder or the immediate family of Holder, provided that the trustee securities of the trust agrees to be bound in writing Company held by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to Holder only if all officers and directors are subject Series H Investors immediately prior to the same restrictions effectiveness of the registration statement;
(b) all executive officers, directors and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than holders of one percent (1%) or more of the Company’s outstanding Common Stock (after giving effect on an as-converted to conversion into Common Stock basis) of the Company enter into similar agreements;
(c) such agreement shall provide that any discretionary releases from the lock-up be allocated to all outstanding Preferred Stock)holders of Registrable Securities on a pro-rata basis; and
(d) such market stand-off time period shall not exceed one hundred eighty (180) days or any longer period needed to facilitate compliance with applicable FINRA rules. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right, power and authority In order to enforce the provisions hereof as though they were a party heretoforegoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Xxxxxx further Each Holder agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration an IPO that are consistent with this Section 7 or that are necessary to give further effect thereto2.14. Any discretionary waiver or termination For the purposes of this Section 2.14, Holders shall include the restrictions holders of any Registrable Securities. Notwithstanding the foregoing, the obligations described in this Section 2.14 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or all of such agreements by Form S-8 or similar forms that may be promulgated in the Company future, or the underwriters shall apply pro rata a registration relating solely to all holders subject to such agreements, based on the number of shares subject to such agreementsan SEC Rule 145 transaction.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Oportun Financial Corp)
