Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder 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 Holder (other than those included in the registration) during one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions. The obligations described in this Section 2.10 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 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 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder Investor 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 Holder holder (other than those included in the registrationregistration or purchased in the relevant offering or on the open market) during one hundred and eighty (the period from the public filing of a registration statement of the Company filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the 180) -day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to for the Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions. The obligations described in this Section 2.10 2.9 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b5.1(c) hereof 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 the applicable period. Each Holder holder of Preferred Stock agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.102.9. Any discretionary waiver or release Notwithstanding the foregoing: the foregoing provisions shall be applicable only if (i) all officers and directors of such agreement by the Company or are subject to the underwriters shall apply same restrictions and the Company uses commercially reasonable efforts to subject 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) to the same restrictions and (ii) the Company uses its commercially reasonable efforts to obtain the agreement of the managing underwriter to (x) periodic early releases of portions of the securities subject thereto upon the occurrence of certain specified events, and (y) in the event of any early release, all Investors will be released on a pro rata to all Holders subject to basis from such agreements, based on the number of shares subject to such market stand-off agreements. Notwithstanding anything to If any of the contrary in the foregoing, the restrictions contained obligations described in this Section 2.10 shall not apply 2.9 are waived or terminated with respect to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringsecurities of any such Holder, executive 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, executive officer, director or greater-than-one-percent stockholder.
Appears in 3 contracts
Samples: Rights Agreement (Juno Therapeutics, Inc.), Investors’ Rights Agreement (Juno Therapeutics, Inc.), Investors’ Rights Agreement (Juno Therapeutics, Inc.)
Market Stand-Off Agreement. If requested by Each Holder shall not, without the prior written consent of the Company and an the managing underwriter of Common Stock (or other securities) of the CompanyInitial Public Offering, each Holder hereby agrees that such Holder 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 Holder (other than those included in the registration) during one hundred and eighty (180) day the period 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 from the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date filing of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to for the Initial Public Offering. The foregoing provisions Offering filed under the Securities Act that includes securities to be sold on behalf of this Section 2.10 shall be applicable the Company to the Holders only if public in an underwritten public offering under the Securities Act through the end of the 180-day period following the filing of the final prospectus, provided that all officers, directors, officers and stockholders individually owning more than one percent (directors of the Company and all holders of at least 1%) % of the Company’s outstanding Common Stock voting securities are subject to the same restrictions. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or bound by and have entered into 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 futureagreements. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement 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. Notwithstanding anything to the contrary in , except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions contained with respect to up to $1,000,000 of shares of the Common Stock. Notwithstanding the foregoing, the obligations in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any a Holder either in the Initial Public Offering or on the open market following the effective date of the Initial Public Offering, or to the sale of any shares to an underwriter pursuant to an underwriting agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Kinnate Biopharma Inc.), Investors’ Rights Agreement (Kinnate Biopharma Inc.)
Market Stand-Off Agreement. If requested Each holder of Registrable Securities, if required by the Company and an the managing underwriter of Common Stock (or other securities) of the Company’s initial registered public offering of Common Stock, each Holder hereby agrees that such Holder shall agree not sell or otherwise transferto sell, make any short sale of, loan, grant any option for the purchase of, of or enter into any hedging otherwise transfer or similar transaction with the same economic effect as a sale, dispose of any Common Stock (or other securities) securities of the Company held by such Holder (other than those included in the registration) holder during one hundred and eighty (180) day a period or, if required by such underwriter, such longer period of time as is necessary not 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 eighteen (18) days before or after the date that is exceed one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the first registration statement relating to of the Initial Public Offering. The foregoing provisions Company filed under the Securities Act, provided that all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Company and stockholders individually owning more than one holders of at least five percent (15%) of the Company’s outstanding Common Stock voting securities are subject bound by and have entered into similar agreements. Such agreement shall be in writing in a form reasonably satisfactory to the same restrictionsCompany, the majority holders in interest of the Investors and such managing underwriter. The Company shall use its best efforts to ensure that such agreement (i) provides for periodic early releases of portions of the securities subject thereto upon the occurrence of certain specified events, and (ii) provides that in the event of an early release, all such holders will be released on a pro-rata basis from such market stand-of agreements. The obligations described in this Section 2.10 2.13 shall not apply to (i) a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or a similar forms form that may be promulgated in the future, (ii) a registration relating solely to a transaction under Rule 145 of the Securities Act on Form S-4 or a similar form that may be promulgated in the future, or a registration relating solely (iii) transfers pursuant to a transaction on Form S-4 or similar forms that may Section 8.3, if the transferee shall agree in writing to be promulgated in the futurebound by such market stand-off. The Company may impose a stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b) hereof instruction with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty day (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions contained in imposed by this Section 2.10 2.13 shall not continue to apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following until the effective date expiration of the Initial Public Offeringeighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (MaxPoint Interactive, Inc.), Investors’ Rights Agreement (MaxPoint Interactive, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder Each Securityholder hereby agrees that such Holder Securityholder 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 Holder Securityholder (other than those included in the registration) ), during one hundred and eighty (180) day the period 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 beginning on the date the Company within eighteen (18) days before or after files a registration statement to effect the date that is Company’s Initial Public Offering and ending one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Company’s Initial Public Offering. The foregoing provisions Offering filed under the Securities Act (or such longer period of this Section 2.10 time as may be required to accommodate regulatory restrictions on (x) the publication or other distribution of research reports and (y) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711 (f)(4) or NYSE Rule 472(f)(4), as applicable, (or any successor rules or amendments thereto)) (the “Market Standoff Period”); provided, however, that such agreement shall only be applicable to the Holders only if all officers, directors, directors and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock capital stock of the Company are similarly bound; and provided, further, if the Company or the underwriters shall release any Registrable Securities or any other securities (the “Released Securities”) from the requirements of this Section 2.10 before the end of the period set by the Company or the underwriters, then the Registrable Securities of each Holder shall be released from the provisions of this Section 2.10 in the same proportion as the Released Securities bear to the total number of securities held by such Holder which were subject to the same restrictionsthis Section 2.10. The obligations described in this Section 2.10 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 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 futureRule 145 transaction. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 periodthe Market Standoff Period. Each Holder Securityholder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.), Investors’ Rights Agreement (Cardiva Medical, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 Holder (other than those included in the registration) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the a registration statement relating to of the Company filed under the Securities Act for its Initial Public Offering. The foregoing Offering (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and Directors of this Section 2.10 shall be applicable to the Holders only if Company and all officers, directors, and stockholders individually owning more holders (other than the Holders) of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to (a) 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 (b) a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the futurefuture or (c) Common Stock (or other securities) of the Company acquired in the Initial Public Offering or in open market transactions on or after the public offering date set forth on the final prospectus used to sell shares of the Company’s Common Stock in its 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 one hundred and eighty (180) day day, or other period. Each Holder agrees to shall execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Allakos Inc.), Investors’ Rights Agreement (Allakos Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 Holder held immediately before the effective date of the registration statement for such offering (other than those included in the registration) during one hundred and eighty (180) day the period 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 from the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date filing of the registration statement for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on Form S-1 or Form S-3 relating behalf of the Company to such offering, but the public in any event not to exceed two hundred ten (210) days an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the registration statement relating (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the Initial Public Offering. The foregoing publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), provided that: all officers and directors of this Section 2.10 shall be applicable the Company are bound by and have entered into similar agreements and the Company has used commercially reasonable efforts to the Holders only if cause all officers, directors, and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock are subject voting securities to the same restrictionsenter into and be bound by similar agreements. The obligations described in this Section 2.10 shall only apply to the Initial Public Offering and not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(d) hereof 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 (or other) period. 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 Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Ceribell, Inc.), Investors’ Rights Agreement (Ceribell, Inc.)
Market Stand-Off Agreement. If requested by the Company and an managing underwriter of Common Stock (or other securities) of in connection with the Company’s Initial Public Offering, each Holder and the Key Employee hereby agrees that such Holder or the Key Employee, as the case may be, 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 Holder or the Key Employee, as the case may be (other than those included in the registration) ), during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Company’s Initial Public Offering. The foregoing provisions ; provided that all of this Section 2.10 shall be applicable to the Holders only if all officers, directors, directors and stockholders individually owning more than officers of the Company and one percent (1%) stockholders of the Company agree to the same terms; provided, further, that if the Company or the underwriters waive or shorten the lock-up period for any of the Company’s outstanding Common Stock are subject to officers, directors or stockholders, then the same restrictionslock-up for each Holder or the Key Employee will be waived or shortened pro rata, based on the number of Shares held by each Holder or the Key Employee, as the case may be. The obligations described in this Section 2.10 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 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 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Investor Rights Agreement (Eagle Pharmaceuticals, Inc.), Investor Rights Agreement (Eagle Pharmaceuticals, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Companyits underwriters, each Holder hereby agrees that such Holder shall not not, without the prior written consent of the managing underwriter, 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 Holder (other than those included in the registration) during the one hundred and eighty (180) day period 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 following the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement final prospectus relating to the Company’s Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to Offering (the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions“Lock-Up Period”). The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 (or other) period. The foregoing provisions of this Section 2.10 shall apply only to the Company’s Initial Public Offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver In the event any Holder, officer, director or release greater than one percent (1%) stockholder of the Company is released from the provisions of this Section 2.10, each other such party shall also be released therefrom. 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 agreement 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. Notwithstanding anything to the contrary in the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions contained in imposed by this Section 2.10 shall not continue to apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following until the effective date expiration of the Initial Public Offeringeighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Minerva Surgical Inc), Investors’ Rights Agreement (Minerva Surgical Inc)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 immediately prior to the effective date of the registration statement by such Holder (other than those included in the registration) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the a registration statement relating to for the Company’s Initial Public Offering. The foregoing Offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that: all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Company and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 or any other provision of this Agreement, nothing shall not apply to any shares of prevent a Holder from selling Common Stock (or any securities convertible into other securities) of the Company purchased in the Initial Public Offering or exercisable or exchangeable for Common Stock) acquired by any Holder in the secondary market following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Doximity, Inc.), Investors’ Rights Agreement (Doximity, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Each Holder hereby agrees that such Holder he or she shall not sell or otherwise not, without the prior written consent of the managing underwriter(s) and Company, sell, 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 Holder (other than those included in the registration) during one hundred and eighty (the 180) -day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the first firm commitment underwritten public offering of the Company’s Common Stock registered under the Securities Act (or such longer period, not to exceed 180 days after the expiration of the 180-day period, as the managing underwriter or the Company shall request in order to facilitate compliance with FINRA Rule 2711). The obligations described in this Section 2.11) shall not apply to a registration statement relating solely to employee benefit plans on Form S-1 or SEC Form S-8 or similar forms that may be promulgated in the Initial Public Offeringfuture by the SEC, or a registration relating solely to a transaction on SEC Form S-4 or similar forms that may be promulgated in the future. If requested by the Company or the managing underwriter of shares (or other securities) of the Company, the Holder will enter into an agreement regarding his, her or its compliance with this requirement that will survive the term of this Agreement. The foregoing provisions of this Section 2.10 2.11 shall be applicable to the Holders only if all officers, directors, 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 are subject (after giving effect to the same restrictions. The obligations described in this Section 2.10 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 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 the second legend set forth in Section 2.8(b) hereof with respect to the shares of conversion into Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10all outstanding Preferred Stock). Any discretionary waiver or release termination of such agreement the restrictions of any or all of lockup agreements by the Company or the underwriters shall apply pro rata to all Holders Major Investors subject to such agreements, agreements based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired agreement held by any Holder following the effective date of the Initial Public Offeringeach.
Appears in 2 contracts
Samples: Registration Rights Agreement (SendGrid, Inc.), Registration Rights Agreement (SendGrid, Inc.)
Market Stand-Off Agreement. If requested by Each Holder shall not, without the Company and an underwriter of Common Stock (or other securities) prior written consent of the Companymanaging underwriter, each Holder hereby agrees that such Holder 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 Holder (other than those included in the registration) during one hundred and eighty (180) day the period or, if required by such underwriter, such longer period from the filing 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 registration statement of the Company within eighteen (18) days before or after filed under the date Securities Act that is includes securities to be sold on behalf of the Company to the public in the Initial Public Offering through the end of the one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days 180)-day period following the effective date of the such registration statement relating to (the Initial Public Offering. The foregoing provisions “Lock-up Period”), provided that: (A) all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Company and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to bound by and have entered into similar agreements, (B) the same restrictions. The obligations described restrictions contained in this Section 2.10 shall not apply to a registration the sale of any shares to an underwriter pursuant to an underwriting agreement, (C) shall only apply to the Initial Public Offering and (D) shall not apply to transactions relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated securities acquired in the future, Initial Public Offering or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in open market transactions from and after the futuredate of 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 one hundred eighty (180180)-day (or other) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, agreements pro rata based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the The restrictions contained in of this Section 2.10 shall not apply with respect to any shares Pivotal Permitted Transfer unless there is a change in the registered holder of the Registrable Securities pursuant to such Pivotal Permitted Transfer. Notwithstanding the foregoing, neither the FF Investor nor the FF Beneficial Investor shall be required to execute any agreements pursuant to this Section 2.10, unless such agreement contains a limitation of liability provision substantially in the form of Section 5.17. Notwithstanding the foregoing, (i) the Company must act reasonably, and use commercially reasonable efforts to procure that the managing underwriter acts reasonably in considering any request by the FF Investor or the FF Beneficial Investor to transfer or assign any Common Stock (Stock, or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, or any beneficial interest in respect of such Common Stock or securities to any FF Permitted Transferee and (ii) acquired by if the managing underwriter consents to such request then such transfer or assignment shall not require the consent of any Holder following the effective date of the Initial Public Offeringother party hereto pursuant to this Agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Eargo, Inc.), Investors’ Rights Agreement (Eargo, Inc.)
Market Stand-Off Agreement. If Each of the Investors agrees, severally and not jointly, that, if requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder shall not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, transfer or enter into any hedging or similar transaction with the same economic effect as a sale, dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) Investor during a period not to exceed one hundred and eighty (180) day days (which period or, if required by such may be extended upon the request of the managing underwriter, such longer period of time as is necessary in order to enable such underwriter permit its compliance with applicable NASD rules in the event the Company issues or proposes to issue a research report or make a public appearance that relates to an earnings or other public release or announcement by the Company within eighteen seventeen (1817) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten expiration of the 180-day lockup period) (210the “Market Stand-Off Period”) days following the effective date of the first registration statement relating of the Company filed under the Securities Act and to enter into an agreement to such effect regardless of whether such Investor is participating in the Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable offering to which the Holders only if registration statement relates, provided that all directors, officers, directors, and stockholders individually owning more holders of greater than one percent (1%) of the Company’s outstanding Common Stock (calculated on an as-converted basis, and assuming the exercise of all rights, options and warrants and conversion of all convertible securities) agree to enter into similar agreements containing terms no more favorable to such other holders of Common Stock. Notwithstanding the foregoing, the Market Stand-Off Period shall be extended beyond the 180-day period referenced above for an additional one hundred and eighty-five (185) days (which period may be extended upon the request of the managing underwriter, in order to permit its compliance with applicable NASD rules in the event the Company issues or proposes to issue an earnings or other public release within seventeen (17) days of the expiration of the 180-day lockup period) in the event that the Company consummates a Qualified Public Offering on or before June 30, 2008, provided that all directors, officers, and holders of greater than one percent (1%) of the Common Stock (calculated on an as-converted basis, and assuming the exercise of all rights, options and warrants and conversion of all convertible securities) are subject to the same restrictions. The obligations described in this Section 2.10 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 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 futureextension. 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 one hundred eighty (180) day said period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Investor Rights Agreement (Aegerion Pharmaceuticals, Inc.), Investor Rights Agreement (Aegerion Pharmaceuticals, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder holder of Preferred Stock 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 Holder holder (other than those included in the registration) during one hundred and eighty (the period from the filing of a registration statement of the Company filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the 180) -day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to for the Initial Public Offering and through the end of the 90-day period following the effective date of any registration statement other than the Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 the applicable period. Each Holder holder of Preferred Stock agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Notwithstanding the foregoing: the foregoing provisions shall be applicable only if (i) all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to subject all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock to the same restrictions (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) and (ii) the Company uses its commercially reasonable efforts to obtain the agreement of the managing underwriter to (x) periodic early releases of portions of the securities subject thereto upon the occurrence of certain specified events, and (y) in the event of any early release, all Investors will be released on a pro rata basis from such market stand-off agreements. Any discretionary waiver or release termination of the restrictions of any or all of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Voting Agreement (Juno Therapeutics, Inc.), Voting Agreement (Juno Therapeutics, Inc.)
Market Stand-Off Agreement. If requested by the Company Each Holder and an underwriter of Common Stock (or other securities) of the Company, each Holder transferee thereof hereby agrees that such Holder or transferee 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 Holder or transferee (other than those included in the registration) during one hundred and eighty (180) day period or, if required by such underwriter, such longer a 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 eighteen (18) days before or after the date that is at least one hundred eighty (180) days after the effective date (subject to reduction by consent of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210Company’s underwriters) days following the effective date of the Company’s Initial Public Offering (or such other period following the effective date of a registration statement relating of the Company filed under the Securities Act as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the Initial Public Offering. The foregoing publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto; provided that in no event will such period exceed thirty-four (34) days), provided, further, that (i) all of this Section 2.10 shall be applicable to the Holders only if all officers, Company’s officers and directors, and stockholders individually owning more than one Holders of at least one-percent (1%) of the Company’s outstanding Common Stock capital stock (on an as-converted basis), are subject bound by and have entered into similar agreements and (ii) provided, all stockholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period (including any extension thereof) such that if any such persons are released all stockholders shall also be released to the same restrictionsextent on a pro rata basis. The obligations described in this Section 2.10 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 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 the second legend set forth in Section 2.8(b2.8(c) hereof 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. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)
Market Stand-Off Agreement. If Stockholder, and all subsequent holders of the Stock who derive their chain of ownership through a Permitted Transfer from Stockholder, shall not (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 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) 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 any 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 (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Company and an underwriter of Common Stock (or other securities) of the Companysuch underwriters. In no event, each Holder hereby agrees that however, shall such Holder 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 Holder (other than those included in the registration) during period exceed one hundred and eighty (180) day period days, or, if required by such underwritermanaging underwriters, such longer period of time as is necessary to enable such underwriter underwriters to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such the initial public offering, but in any event not to exceed two hundred ten (210) 210 days following the effective date of the registration statement relating to such offering, and the Initial Public Offering. The foregoing provisions of this Section 2.10 Market Stand-Off shall in no event be applicable to the Holders only if all officers, directors, and stockholders individually owning any underwritten public offering effected more than one percent two (1%2) years after the effective date of the Company’s outstanding Common Stock are subject initial public offering. Stockholder agrees to the same restrictions. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that execute and deliver such other agreements as may be promulgated in reasonably requested by the futureCompany and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, 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 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said The underwriters in customary form consistent with of the provisions Company’s stock are intended third party beneficiaries of this Section 2.107 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Any discretionary waiver new, substituted or release additional securities which are by reason of such agreement by any Recapitalization or Reorganization distributed with respect to the Company or the underwriters Stock shall apply pro rata to all Holders be immediately subject to the Market Stand-Off, to the same extent the Stock is at such agreementstime covered by such provisions. “Recapitalization” shall mean any of the following transactions affecting the Company’s outstanding Common Stock as a class without the Company’s receipt of consideration: any stock split, based on the number stock dividend, spin-off transaction, extraordinary distribution (whether in cash, securities or other property), recapitalization, combination of shares, exchange of shares subject to such agreements. Notwithstanding anything to or other similar transaction affecting the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following without the effective date Company’s receipt of the Initial Public Offeringconsideration.
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Each Holder hereby agrees that such Holder 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 then held, as of immediately prior to the effective time of the Initial Public Offering, by such Holder (other than excluding those included in the registrationregistration and excluding any shares subsequently purchased by such Holder) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the a registration statement relating of the Company filed under the Securities Act with respect to the Initial Public Offering. The foregoing provisions Offering (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of this Section 2.10 shall be research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, not to exceed 210 days in any event, provided that: all officers and directors of the Holders only if all officers, directors, Company and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 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, and shall apply only to 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) 2.8 hereof 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 (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement agreements by the Company or the underwriters shall apply (i) first, pro rata to all of the Registrable Securities held by Major Senior Preferred Investors and then (ii) pro rata to all other Holders subject to such agreements, based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.2.11
Appears in 1 contract
Samples: Investor Rights Agreement
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder Stockholder hereby agrees that such Holder 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 Holder Stockholder immediately before the effective date of the Company’s Initial Public Offering (other than those included in the registration) during the one hundred and eighty (180) day period or, if required by (or such underwriter, such longer other 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 may be requested by the Company within eighteen or an underwriter to accommodate regulatory restrictions on (181) days before the publication or after the date that is one hundred eighty other distribution of research reports and (1802) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offeringanalyst 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 event not to exceed two hundred ten (210successor provisions or amendments thereto) days following the effective date of the registration statement relating to the Company’s Initial Public Offering. The foregoing provisions ; provided that all of this Section 2.10 shall be applicable to the Holders only if all officers, directors, directors and stockholders individually owning more than officers of the Company and one percent (1%) stockholders of the Company agree to the same terms; provided, further that if the Company or the underwriters waive or shorten the lock-up period for any of the Company’s outstanding Common Stock are subject to officers, directors or stockholders, then the same restrictionslock-up for each Stockholder will be identically waived or shortened. The obligations described in this Section 2.10 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 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 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of in the Initial Public Offering.Offering or in the open market following the Initial
Appears in 1 contract
Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each The Holder hereby agrees that such the Holder shall not sell or otherwise 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 shares of any Common Stock (or other securities) securities of the Company Company) held by such the Holder (other than those included in the registration) during one hundred and eighty (180) day the period or, if required by such underwriter, such longer period commencing on the date of time as is necessary the final prospectus relating to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement the registration by the Company within eighteen (18) days before of shares of its Common Stock or after any other equity securities under the date that is one hundred eighty (180) days after the effective date of the Securities Act on a registration statement on Form S-1 or Form S-3 relating to such offeringS-1, but in any event not to exceed two hundred ten and ending on the date specified by the Company (210) days following as determined by the effective date holders of capital stock of the registration statement relating to Company representing a majority of the Initial Public Offeringvoting power of all then-outstanding shares of capital stock of the Company) and the managing underwriter (which period may exceed 180 days in the case of the IPO). The foregoing provisions of this Section 2.10 8 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall be applicable to the Holders only if all officers, directors, executive officers and stockholders individually owning more than one percent (1%) directors of the Company’s outstanding Common Stock Company are subject to the same restrictions. The Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, the Holder shall provide, within 10 days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.10 8 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 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 In order to enforce the foregoing covenant, 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 such Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each The Holder agrees to execute a market standoff agreement with said that any transferee of the Warrant (or other securities) of the Company held by the Holder shall be bound by this Section 8. The underwriters in customary form consistent with of the provisions Company’s stock are intended third party beneficiaries of this Section 2.10. Any discretionary waiver or release of such agreement by 8 and shall have the Company or right, power and authority to enforce the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringprovisions hereof as though they were a party hereto.
Appears in 1 contract
Samples: Tempus AI, Inc.
Market Stand-Off Agreement. If requested 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 and ending on the date specified by the Company and an the managing underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder shall period 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 Holder (other than those included in the registration) during one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is exceed one hundred eighty (180l80) days, which period may be extended upon the request of the managing underwriter for an additional period of up to twenty (20) days after if the effective date Company issues or proposes to issue an earnings or other public release within twenty (20) days of the registration statement on Form S-1 expiration of the 180-day lockup period) (i) lend, offer, pledge, sell, contract to sell, sell any option or Form S-3 relating 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 for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, but or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to the Initial Public Offeringbe settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.10 2.12 shall apply only to the IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to shares acquired in or following the IPO, and shall only be applicable to the Holders only if all officers, directors, directors and 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 similar agreements, unless the same restrictionsRequisite Investors waive the requirement with respect to any such officer, director or greater than one percent (1 %) stockholder of the Company. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 In the event that any directors or Form S-8 or similar forms that may be promulgated in the futureofficers, or a registration relating solely any holders of more than one percent of the Company’s outstanding capital stock, are released from their lock-up agreements, the Company will use its best efforts to a transaction on Form S-4 or similar forms that may be promulgated in cause the futureunderwriters to release the Investors pro rata. The Company may impose stopshall also use its best efforts to cause any future holders of one percent or more of the Company’s outstanding capital stock to agree to a lock-transfer instructions and may stamp each such certificate up provision similar to this Section 2.12. The underwriters in connection with the second legend set forth in IPO are intended third-party beneficiaries of this Section 2.8(b) 2.12 and shall have the right, power and authority to enforce the provisions hereof 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 periodas though they were a party hereto. Each Holder further agrees to execute a market standoff agreement with said such agreements as may be reasonably requested by the underwriters in customary form the IPO that are consistent with the provisions of this Section 2.102.12 or that are necessary to give further effect thereto. Any discretionary waiver or release termination of such agreement the restrictions this Section 2.12 or of any or all of the agreements by the Company or the underwriters specified in the prior sentence shall apply pro rata to all Holders subject to this Section 2.12 or such agreements, agreements pro rata based on the number of shares subject to this Section 2.12 or such agreements. Notwithstanding anything In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the contrary in Registrable Securities of each Holder (and the foregoing, shares or securities of every other person subject to the restrictions contained in this Section 2.10 shall not apply to any shares foregoing restriction) until the end of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringsuch period.
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder Each Securityholder hereby agrees that such Holder Securityholder 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 Holder Securityholder (other than those included in the registration) ), during one hundred and eighty (180) day the period 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 beginning on the date the Company within eighteen (18) days before or after files a registration statement to effect the date that is Company’s Initial Public Offering and ending one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Company’s Initial Public Offering. The foregoing provisions Offering filed under the Securities Act (or such longer period of this Section 2.10 time as may be required to accommodate regulatory restrictions on (x) the publication or other distribution of research reports and (y) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 271 l(f)(4) or NYSE Rule 472(0)(4), as applicable, (or any successor rules or amendments thereto)) (the “Market Standoff Period”); provided, however, that such agreement shall only be applicable to the Holders only if all officers, directors, directors and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock capital stock of the Company are similarly bound; and provided, further, if the Company or the underwriters shall release any Registrable Securities or any other securities (the “Released Securities”) from the requirements of this Section 2.10 before the end of the period set by the Company or the underwriters, then the Registrable Securities of each Holder shall be released from the provisions of this Section 2.10 in the same proportion as the Released Securities bear to the total number of securities held by such Holder which were subject to the same restrictionsthis Section 2.10. The obligations described in this Section 2.10 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 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 futureRule 145 transaction. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 periodthe Market Standoff Period. Each Holder Securityholder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Cardiva Medical, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, make any loan with respect to, or enter into any hedging or similar transaction with or other arrangement that transfers to another, in whole or in part, any of the same economic effect as a saleconsequences of ownership of such securities, of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registrationregistration or purchased during the open market) during beginning on the date of confidential submission of the registration statement for, and until the end of the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of of, the registration statement relating to the Company’s Initial Public Offering. The foregoing provisions ; provided that, all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Company and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 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 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 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release The underwriters in connection with such public offering are intended third party beneficiaries of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 and shall not apply have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder hereby irrevocably constitutes and appoints the Company and each of its officers and directors, acting alone, with full power of substitution, as its true and lawful attorney-infact with full irrevocable power and authority in the place and stead of such Holder and in the name of such Holder or in its own name, for the purpose of carrying out the terms of this Section 2.10, to take any shares and all appropriate action and to execute any and all documents and instruments, including a lock-up agreement with any underwriters of Common Stock (such public offering, which may be necessary or any securities convertible into desirable to accomplish the purposes of this Section 2.10. Such Holder hereby ratifies all that said attorneys shall lawfully do or exercisable or exchangeable for Common Stock) acquired cause to be done by any Holder following virtue hereof. This power of attorney and all authority conferred hereby are granted and conferred subject to the effective date interests of the Initial Public OfferingCompany the underwriters in the offering and the Holders and, in consideration of those interests and for the purpose of completing such offering and related transactions, this power of attorney and all authority conferred hereby, to the extent enforceable by law, shall be deemed coupled with an interest and be irrevocable and not subject to termination by the undersigned or by operation of law, whether by the death or incapacity of the undersigned or otherwise.”
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company Each Holder and an underwriter of Common Stock (or other securities) of the Company, each Holder transferee thereof hereby agrees that such Holder or transferee 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 Holder (other than those included in the registration) during one hundred and eighty (180) day period 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 eighteen (18) days immediately before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 for the Company’s Initial Public Offering by such Holder or Form S-3 relating to transferee (other than those included for sale by such offering, but Holder in any event not to exceed two the registration) during the one hundred ten and eighty (210) days 180)-day period following the effective date of the registration statement relating to for the Company’s Initial Public Offering. The foregoing provisions , provided that all officers and directors of this Section 2.10 shall be applicable to the Holders only if Company and all officers, directors, and stockholders individually owning holders of more than one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to (i) the sale of any shares to an underwriter pursuant to an underwriting agreement, (ii) a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or (iii) 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 the second legend set forth in Section 2.8(b2.8(c) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with and no more burdensome to such Holder than the provisions of this Section 2.10. Any discretionary waiver or release of such agreement by 0.00.Xx the event that the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on managing underwriter waives or terminates any of the number of shares subject to such agreements. Notwithstanding anything restrictions contained in this Section 2.10 or in a lock-up agreement with respect to the contrary securities of any Holder, officer, director or greater than one-percent stockholder of the Company (in any such case, the foregoing“Released Securities”), the restrictions contained in this Section 2.10 and in any lock-up agreements executed by the Holders shall not apply be waived or terminated, as applicable, to any shares the same extent and with respect to the same percentage of Common 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 any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringgreater than one-percent stockholder.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Tenaya Therapeutics, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder 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 Holder (other than those included in the registration) during the period not to exceed 10 days prior to the effective date of the registration and ending one hundred and eighty (180) day period or, if required by (or such underwriter, such longer other 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 may be requested by the Company within eighteen or an underwriter to accommodate regulatory restrictions on (18i) days before the publication or after the date that is one hundred eighty other distribution of research reports and (180ii) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offeringanalyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any event not to exceed two hundred ten (210successor provisions or amendments thereto) days following the effective date of the registration statement relating to for the Initial Public Offering. The foregoing provisions first underwritten public offering filed under the Securities Act after the date of this Section 2.10 shall be applicable to Agreement, provided that: all officers and directors of the Holders only if all officers, directors, Company and stockholders individually owning more than one holders of at least five percent (15%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements and nothing herein shall limit such Holder’s rights under Section 2.2(b). The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Registration Rights Agreement (API Technologies Corp.)
Market Stand-Off Agreement. If requested by In connection with any underwritten public offering of any securities of the Company and pursuant to an underwriter effective registration statement filed under the Securities Act of Common Stock 1933, as amended (or other securities) of the Company“Securities Act”), each Holder hereby agrees that such Holder Director shall not sell or otherwise sell, 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 Holder (other than those included in Director during the registration) during one hundred and eighty (180) -day period or, if required by such underwriter, following the date of the final prospectus for the offering or such longer period of time as is necessary to enable may reasonably be requested by the Company or such underwriter to issue a accommodate regulatory restrictions on (i) the publication or other distribution of research report reports or make a public appearance (ii) analyst recommendations and opinions, provided that relates to an earnings release or announcement by the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock officers and directors are subject bound by and have entered into similar agreements. Director agrees to execute and deliver such other agreements as may be reasonably requested by the same restrictionsCompany or the underwriter that are consistent with the Director’s obligations under this Section 8 or that are necessary to give further effect to this Section 8. In addition, if requested by the Company or the underwriter, Director shall provide, within 10 days of such request, such information as may be required by the Company or such underwriter in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.10 8 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 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 For consideration received and may stamp each such certificate acknowledged, Director xxxxxx appoints the Company’s Chief Executive Officer to act as his true and lawful attorney with full power and authority on his behalf to execute and deliver a lock up agreement or similar document and all other documents and instruments in connection with the second legend matters covered by this Section 8 and any lock-up agreement required to be executed pursuant to an underwriting agreement in connection with any public offering of the Company. Such appointment shall be for the limited purposes 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringabove.
Appears in 1 contract
Samples: Board of Directors Services Agreement (Healing Co Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 Holder (other than those included in the registration) during one hundred and eighty (180) day the period 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 from the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date filing of the registration statement for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on Form S-1 or Form S-3 relating behalf of the Company to such offering, but the public in any event not to exceed two hundred ten (210) days an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the registration statement relating (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the Initial Public Offering. The foregoing publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Company and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 5.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated by the Commission in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated by the Commission in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b5.8(c) hereof 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 (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement 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. Notwithstanding anything to the contrary in the foregoingFor purposes of this Section 5.10, the restrictions contained in this Section 2.10 term “Company” shall not apply to include any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date wholly-owned subsidiary of the Initial Public OfferingCompany into which the Company merges or consolidates.
Appears in 1 contract
Market Stand-Off Agreement. If requested by In connection with the Company and an underwriter of Common Stock (or other securities) of the CompanyInitial Public Offering, each Holder hereby agrees that such Holder Investor or a transferee thereof, shall not sell not, directly or otherwise transferindirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, or enter into purchase any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (option or other securities) 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 held by or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such Holder (other than those included in the registration) during one hundred and eighty (180) day period or, if required by such underwriter, such longer period of time following the date of the final prospectus for the offering 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 may be requested by the Company within eighteen (18) days before or after the date that is such underwriter. In no event, however, shall such period exceed one hundred eighty (180) days after plus such additional period as may reasonably be requested by the effective date Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports, or (ii) 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 successor provisions or amendments thereto), or any similar successor rules. In the event of the registration statement on Form S-1 declaration of a stock dividend, a spin off, a stock split, an adjustment in conversion ratio, a recapitalization or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of a similar transaction affecting the Company’s outstanding Common Stock securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any capital stock acquired through the exercise of this Warrant subject to the same restrictionsMarket 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 obligations described Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 2.10 19. This Section 19 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 promulgated securities registered in the future, public offering under the Act 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 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement any securities issued by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based that are purchased by Investors on the number open market. All certificates evidencing capital stock acquired through the exercise of shares subject this Warrant (and any securities issued in substitution thereof or in respect thereof) shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to such agreements. Notwithstanding anything to the contrary in the foregoingthis Warrant, including, without limitation, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringfollowing: 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, AS AMENDED, FOR 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
Samples: Tivic Health Systems, Inc.
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder shall not sell or otherwise sell, 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 Holder (other than those included in the registration) (i) during one hundred and eighty (the 180) -day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the a registration statement relating of the Company filed under the Act in connection with the Company’s IPO (or such longer period, not to exceed eighteen (18) calendar days after the Initial Public Offering. The foregoing provisions expiration of this Section 2.10 the 180-day period, as the underwriters or the Company shall be applicable request in order to the Holders only if all officers, directorsfacilitate compliance with FINRA Rule 2711), and stockholders individually owning more (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Act in circumstances other than one in connection with the Company’s IPO (or such longer period, not to exceed eighteen (18) calendar days after the expiration of the 90-day period, as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711); provided that all officers and directors of the Company and holders of at least five percent (15%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 9 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 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 Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, 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 such Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said The underwriters in customary form consistent with of the provisions Company’s stock are intended third party beneficiaries of this Section 2.10. Any discretionary waiver or release of such agreement by 9 and shall have the Company or right, power and authority to enforce the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringprovisions hereof as though they were a party hereto.
Appears in 1 contract
Samples: Rights Agreement (Relypsa Inc)
Market Stand-Off Agreement. If requested by Each Holder other than the Company and an underwriter of Common Stock New Investor (or other securitieswhich is a party to that certain Lock-Up Agreement dated the date hereof) of the Company, each Holder hereby agrees that such Holder 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 Holder (held immediately prior to the Company’s Initial Public Offering and other than those included in the registration) during the period from the filing of the registration statement for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the Initial Public Offeringpublication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241(f) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company are bound by and have entered into similar agreements. The foregoing provisions of this Section 2.10 Subsection 2.11 shall apply only to the Company’s Initial Public Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders only if all officers, directors, directors and stockholders individually owning more greater than one percent (1%) stockholders of the Company’s outstanding Common Stock are subject to the same restrictionsCompany enter into similar agreements. The obligations described in this Section 2.10 Subsection 2.11 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 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 the second legend set forth in Section 2.8(bSubsection 2.9(b) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public OfferingSubsection 2.11.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Helios & Matheson Analytics Inc.)
Market Stand-Off Agreement. If requested by the Company and an the managing underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder 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 Holder immediately prior to the effective date for the registration statement for the Initial Public Offering (other than those any shares included in the registration) during one hundred and eighty (180) day period following the effective date of the Initial Public Offering or, if required requested by such managing underwriter, such longer period of time as is necessary to enable for compliance with rules of the Financial Industry Regulatory Authority, provided, however, that such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within eighteen extension shall not exceed thirty-four (1834) days before or after following the date that is expiration of the original one hundred and eighty (180) days after day period; provided, further, that such restriction shall not apply to a transfer by a Holder to its affiliate (including an Affiliated Fund) or any Person that shares a common investment advisor with such Holder if such transferee agrees to be bound by the effective date of provisions hereof in the registration statement on Form S-1 or Form S-3 relating to same manner as such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Initial Public Offeringtransferring Holder. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions. The obligations described restrictions and provided, in this Section 2.10 addition, the Company will use commercially reasonable efforts to obtain the consent of the managing underwriter for earlier release of market stand-off and transfer restrictions on a portion of the Holders’ Common Stock and if the Company or any underwriter of the Initial Public Offering waives or terminates any market stand-off or transfer restrictions imposed on any holder of securities of the Company, then such waiver or termination shall not apply be granted to a registration relating solely all Holders subject to employee benefit plans market stand-off or transfer restrictions hereby, pro rata based 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 number of shares of Common Stock beneficially held by such other holder and the futureHolders hereby. 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Foundation Medicine, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter In connection with any underwritten offering of Common Stock (or other securities) of the CompanyPartnership Securities, each Holder holding five percent (5%) or more of the Partnership’s voting securities (each a “5% Holder”) hereby agrees that such Holder shall not sell or otherwise sell, 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 salesale of, of any Common Stock (or other securities) of the Company Partnership Securities held by such Holder (other than those included in the registrationsuch offering) during one hundred and eighty (180) day for a period 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 specified by the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date representative of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event underwriters of Partnership Securities not to exceed two hundred ten ninety (21090) days following the effective closing date of the registration statement relating to offering of Partnership Securities (the Initial Public Offering. The foregoing provisions “Stand-Off Period”); provided that all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Enbridge Management and stockholders individually owning more than one holders of at least five percent (15%) of the CompanyPartnership’s outstanding Common Stock voting securities enter into similar agreements and only if such Persons remain subject thereto (and are subject not released from such agreement) for such Stand-Off Period. Each 5% Holder agrees to execute and deliver such other agreements as may be reasonably requested by the same restrictionsPartnership or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Partnership or the representative of the underwriters of Partnership Securities, each Holder shall provide, within three (3) Business Days of such request, such information as may be required by the Partnership or such representative in connection with the completion of any public offering of the Partnership Securities pursuant to a Registration Statement. The obligations described in this Section 2.10 7(f) 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 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 Partnership 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 Class A Common Stock Units (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public OfferingStand-Off Period.
Appears in 1 contract
Samples: Registration Rights Agreement (Enbridge Energy Partners Lp)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Companyits underwriters, each Holder hereby agrees that such Holder shall enter into an agreement 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 Holder as of immediately prior to the effectiveness of a registration statement for the Company’s Initial Public Offering (other than those included in the registration) during one hundred and eighty (the period following the filing date of such registration statement through the end of the 180) -day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the such registration statement relating (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the Initial Public Offering. The foregoing publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241 or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Company and stockholders individually owning more than one percent (holders of at least 1%) % of the Company’s outstanding Common Stock voting securities are bound by and have entered into similar agreements; provided, however, any discretionary waiver or termination of the restrictions of any agreement with any officer or director of the Company, or any holder of at least 1% of the Company’s voting securities by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the same restrictionsnumber of shares subject to such agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investor Rights Agreement (Oyster Point Pharma, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder holder shall not sell or otherwise 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 Common Stock (or other securities) of the Company Shares held by such Holder holder (other than those included in the registration) during one hundred and eighty (the 180) -day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating IPO (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 or any successor or similar rule or regulation). Xxxxxx further agrees to execute and deliver such other agreements as may be reasonably requested by the Initial Public OfferingCompany or the managing underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. The foregoing provisions In addition, if requested by the Company or the representative of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent underwriters of Common Stock (1%or other securities) of the Company, holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s outstanding Common Stock are subject securities pursuant to a registration statement filed under the same restrictionsSecurities Act. The obligations described in this Section 2.10 section 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 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 In order to enforce the foregoing covenant, 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 such Shares (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each Holder Xxxxxx agrees that any transferee of this warrant (or other securities) of the Company held by holder shall be bound by this section. The underwriters of the Company’s stock are intended third party beneficiaries of this section and shall have the right, power and authority to execute a market standoff agreement with said underwriters in customary form consistent with enforce the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringhereof as though they were a party hereto.
Appears in 1 contract
Samples: eASIC Corp
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder shall not sell or otherwise 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 shares of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during one hundred and eighty (180) day the _____-day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating initial public offering (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation). Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the Initial Public OfferingCompany or the managing underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. The foregoing provisions In addition, if requested by the Company or the representative of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent underwriters of Common Stock (1%or other securities) of the Company, Holder shall provide, within ______ (__) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s outstanding Common Stock are subject securities pursuant to a registration statement filed under the same restrictionsAct. The obligations described in this Section 2.10 8 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 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 In order to enforce the foregoing covenant, 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 such Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said that any transferee of the Warrant (or other securities) of the Company held by Holder shall be bound by this Section 8. The underwriters in customary form consistent with of the provisions Company’s stock are intended third party beneficiaries of this Section 2.10. Any discretionary waiver or release of such agreement by 8 and shall have the Company or right, power and authority to enforce the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringprovisions hereof as though they were a party hereto.
Appears in 1 contract
Samples: Grove Collaborative Holdings, Inc.
Market Stand-Off Agreement. If requested Each Holder hereby agrees that it shall not during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and an the managing underwriter of Common Stock (or other securitiessuch period not to exceed l80 days) of the Company, each Holder hereby agrees that such Holder 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 Holder (other than those included in the registration) during one hundred and eighty (180) day period 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 eighteen (18) 18 days before prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in (a) lend, offer, pledge, sell, contract to sell, sell any event not option or contract to exceed two hundred ten (210) days following 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 capital stock held immediately prior to the effective date effectiveness of the registration statement relating for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Initial Public Offering. The foregoing provisions economic consequences of this Section 2.10 shall ownership of the capital stock, whether any such transaction described in clause (a) or (b) above is to be applicable to settled by delivery of capital stock or other securities, in cash or otherwise, provided, however, that, all executive officers and directors of the Holders only if all officers, directors, Company and stockholders individually owning more holders of greater than one percent (1%) of the Company’s outstanding Common Stock (on an as-converted basis) (“One Percent Stockholders”) then holding Common Stock of the Company enter into similar agreements and are similarly bound. In order to enforce the foregoing covenant, (i) the Company shall have the right to place restrictive legends on the certificates representing the shares subject to the same restrictions. The obligations described in this Section 2.10 shall not apply 1.9 and to 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 Company may impose stop-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 Registrable Securities and such other shares of Common Stock stock of each Holder (and the shares or securities of every other securities) person subject to the foregoing restriction restriction) until the end of such period and (ii) the Holder agrees to execute an agreement requested by the Company and/or underwriter providing for the restrictions as set forth in this Section 1.9; provided, however, that all executive officers and directors of the Company and One Percent Stockholders then holding Common Stock of the Company enter into similar agreements; and provided, further, that such agreement shall (a) contain a definitive termination date that is no more than one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following days from the effective date of such registration statement, (b) not prevent a Holder from disposing of another company’s stock solely because such other company operates a similar business to the Initial Public OfferingCompany, (c) if the Company’s registration statement has not been declared effective under the Securities Act, terminate no later than two hundred seventy (270) days following the date such agreement is signed and delivered by the Holder to the Company and/or underwriter and (d) in the event any of the shares of the Common Stock, excluding any shares which are to be included in such registration, held by the officers, directors and/or the One Percent Stockholders then holding Common Stock are released by the underwriters from the lock-up restrictions set forth in similar agreements, permit a number of shares of the Common Stock held by a Holder, which number shall be equal to the largest number of shares of the Common Stock which were released from the lock-up provisions by the underwriters for an individual officer, directors and/or One Percent Stockholder, to be released immediately from any remaining lock-up restrictions provided by such agreement.
Appears in 1 contract
Market Stand-Off Agreement. If requested by In connection with any underwritten public offering of any securities of the Company and pursuant to an underwriter effective registration statement filed under the Securities Act of Common Stock 1933, as amended (or other securities) of the Company“Securities Act”), each Holder hereby agrees that such Holder Director shall not sell or otherwise sell, 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 Holder (other than those included in Director during the registration) during one hundred and eighty (180) -day period or, if required by such underwriter, following the date of the final prospectus for the offering or such longer period of time as is necessary to enable may reasonably be requested by the Company or such underwriter to issue a accommodate regulatory restrictions on (i) the publication or other distribution of research report reports or make a public appearance (ii) analyst recommendations and opinions, provided that relates to an earnings release or announcement by the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock officers and directors are subject bound by and have entered into similar agreements. Director agrees to execute and deliver such other agreements as may be reasonably requested by the same restrictionsCompany or the underwriter that are consistent with the Director’s obligations under this Section 8 or that are necessary to give further effect to this Section 8. In addition, if requested by the Company or the underwriter, Director shall provide, within 10 days of such request, such information as may be required by the Company or such underwriter in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 2.10 8 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 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 For consideration received and may stamp each such certificate acknowledged, Director hxxxxx appoints the Company’s Chief Executive Officer to act as his true and lawful attorney with full power and authority on his behalf to execute and deliver a lock up agreement or similar document and all other documents and instruments in connection with the second legend matters covered by this Section 8 and any lock-up agreement required to be executed pursuant to an underwriting agreement in connection with any public offering of the Company. Such appointment shall be for the limited purposes 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringabove.
Appears in 1 contract
Samples: Board of Directors Services Agreement (Healing Co Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder Each Investor 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 Holder Investor (other than those included in the registration) during one hundred and eighty (180) day the period 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 from the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date filing of the registration statement for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on Form S-1 or Form S-3 relating behalf of the Company to such offering, but the public in any event not to exceed two hundred ten (210) days an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the registration statement relating (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the Initial Public Offering. The foregoing publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NYSE Rule 472(f)(4), or any successor provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictionsor amendments thereto). The obligations described in this Section 2.10 shall not apply to (x) a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or (y) a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the futurefuture or (z) any permitted transfers under this Agreement, and such obligations shall be applicable to the Investors only if (A) all officers and directors are subject to the same restrictions and (B) the Company uses commercially reasonable efforts to obtain a similar agreement from all shareholders individually owning more than 1% of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 (or other) period. Each Holder Investor agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Experience Investment Corp.)
Market Stand-Off Agreement. If requested by the Company and an managing underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder 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 Holder (other than those included immediately before the effective date of the registration statement for such offering during the period from the filing of the final prospectus for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the registration) during Securities Act through the end of the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating (or such longer period as may be requested by the Company or an underwriter to accommodate regulatory restrictions), provided that all officers and directors of the Initial Public Offering. The foregoing provisions Company and all holders of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to bound by and have entered into similar agreements. For the same restrictions. The avoidance of doubt, the obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 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 one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, agreements pro rata based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investors’ Rights Agreement (PMV Pharmaceuticals, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Each Holder hereby agrees that such Holder 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 then held, as of immediately prior to the effective time of the Initial Public Offering, by such Holder (other than excluding those included in the registrationregistration and excluding any shares subsequently purchased by such Holder) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the a registration statement relating of the Company filed under the Securities Act with respect to the Initial Public Offering. The foregoing provisions Offering (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of this Section 2.10 shall be research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, not to exceed 210 days in any event, provided that: all officers and directors of the Holders only if all officers, directors, Company and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject to the same restrictionsbound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 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, and shall apply only to 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) 2.8 hereof 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 (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement agreements by the Company or the underwriters shall apply (i) first, pro rata to all of the Registrable Securities held by Major Senior Preferred Investors and then (ii) pro rata to all other Holders subject to such agreements, based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Each Holder hereby agrees that such Holder 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 salesale with respect to, of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during one hundred and eighty (180) day period or, if required by for such underwriter, such longer period of time following the Company’s Initial Public Offering 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 may be requested by the Company within eighteen or the underwriters (18) days before or after the date that is not to exceed one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Company’s Initial Public Offering. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if ); provided that, all officers, directors, and stockholders individually owning more than one other two percent (12%) shareholders of the Company’s outstanding Company are similarly bound; provided further that, any Common Stock are acquired by a Holder in the Initial Public Offering or on the open market after the completion of the Initial Public Offering shall not be subject to the same restrictionsobligations described in this Section 2.10. Notwithstanding the foregoing, such one hundred eighty (180) day period may be extended as required to comply with Rule 2711 of the Financial Industry Regulatory Authority, Inc. (including, any successor rule thereto or any similar stock exchange rule). The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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. 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. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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 periodperiod (or such longer period as may be required to comply with Rule 2711 of the Financial Industry Regulatory Authority, Inc. (including, any successor rule thereto or any similar stock exchange rule)). Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investor Rights Agreement (Kythera Biopharmaceuticals Inc)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder and Common Holder hereby agrees that such Holder or Common Holder, as the case may be, 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 Holder or Common Holder, as the case may be (other than those included in the registration) ), during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Company’s Initial Public Offering. The foregoing provisions ; provided that all of this Section 2.10 shall be applicable to the Holders only if all officers, directors, directors and stockholders individually owning more than officers of the Company and one percent (1%) stockholders of the Company agree to the same terms; provided, further, that if the Company or the underwriters waive or shorten the lock-up period for any of the Company’s outstanding officers, directors or one percent (1%) stockholders, then the lock-up for each Holder and Common Stock are subject to the same restrictionsHolder will be identically waived or shortened. The obligations described in this Section 2.10 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 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-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 one hundred eighty (180) day period. Each Holder and Common Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investor Rights Agreement (Smith Electric Vehicles Corp.)
Market Stand-Off Agreement. If requested by the Company and an the managing underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, 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 Holder immediately prior to the effective date for the registration statement for the Initial Public Offering (other than those any shares included in the registration) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Initial Public Offering. The foregoing provisions of this Section 2.10 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 Initial Public Offering or securities acquired in open market or other transactions from and after the Initial Public Offering or that otherwise that do not involve or relate to shares of Common Stock owned by a Holder prior to the IPO, shall be applicable to the Holders only if all officers, directors, and stockholders individually and together with their Affiliates owning more than one percent (1%) or more of the Company’s outstanding Common Stock are subject to the same restrictionsrestrictions and provided, in addition, the Company will use commercially reasonable efforts to obtain the consent of the managing underwriter for earlier release of market stand-off and transfer restrictions on a portion of the Holders’ Common Stock and if the Company or any underwriter of the Initial Public Offering waives or terminates any market stand-off or transfer restrictions imposed on any holder of securities of the Company, then such waiver or termination shall be granted to all Holders subject to market stand-off or transfer restrictions hereby, pro rata based on the number of shares of Common Stock beneficially held by such other holder and the Holders hereby. The obligations described underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.10 and shall not apply have the right, power and authority to enforce the provisions hereof as though they were 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 futureparty hereto. 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 one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aura Biosciences, Inc.)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 Holder (other than those included in the registration) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to for the Company’s Initial Public Offering. The foregoing Offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of this Section 2.10 shall be applicable to the Holders only if Company and all officers, directors, and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. securities are bound by and have entered into similar agreements. Any release from the lock up restrictions (other than a de minimus release), any time during the market stand-off time period, shall be done pro rata among the Holders of Registrable Securities and the Founders, so that each Holder of Registrable Securities and Founder may sell, transfer or otherwise dispose of an equal percentage of his, her or its shares originally subject to the same restrictionslock up restriction. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Voting Agreement (Cerus Corp)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) underwriters of the Company, each Holder hereby agrees that such Holder party 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 Holder party immediately prior to the effective date of the registration statement for such offering (other than those included in the registration) during one hundred and eighty (180) day the period 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 from the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date filing of the registration statement for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on Form S-1 or Form S-3 relating behalf of the Company to such offering, but the public in any event not to exceed two hundred ten (210) days an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the registration statement relating (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the Initial Public Offering. The foregoing publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that (A) all officers and directors of this Section 2.10 shall be applicable to the Holders only if all officers, directors, Company and stockholders individually owning more than holders of at least one percent (1%) of the Company’s outstanding Common Stock voting securities are subject bound by and have entered into similar agreements and (B) any discretionary waiver or termination of the restrictions of such agreements by the Company or representatives of the underwriters shall apply to the same restrictionsholders of registrable securities, pro rata, based on the number of shares held. The obligations described in this Section 2.10 7.9) 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 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 notate each such certificate certificate, instrument or book entry with the second an appropriate 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 one hundred eighty (180) day (or other) period. Each Holder party agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.107.9. Any discretionary waiver or release (Signature page(s) immediately follow.) Signature Page to Interplai, Inc. Stock Purchase Agreement The Company, the Investor, the SAFE Holders and the Shareholder hereby execute this Stock Purchase Agreement as of such agreement by the Company or date set forth immediately below. Dated: August 30, 2021 INVESTOR: $1,999,999.86 ($499,999.73 at each of the underwriters shall apply pro rata to all Holders subject to such agreementsFirst, based on Second and Third Closings; $500,000.67 at the Fourth Closing) Ev Transportation Services, Inc. Aggregate dollar amount being purchased↑ $0.4693 Investor’s name↑ Per Share purchase price↑ Investor’s signature↑ 4,261,666 (1,065,416 at each of the First, Second and Third Closings; 1,065,418 at the Fourth Closing) Aggregate number of shares subject Shares being purchased↑ Name and Title of signatory, if Investor is an entity↑ INTERPLAI, INC. Address of Investor↓ By: Email address: Signature Page to such agreements. Notwithstanding anything to the contrary in the foregoingInterplai, Inc. Stock Purchase Agreement The Company, the restrictions contained in Investor, the SAFE Holders and the Shareholder hereby execute this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date Purchase Agreement as of the Initial Public Offering.date set forth immediately below. Dated: August 30, 2021 SAFE HOLDERS: Xxxx Xxxxxxxx Xxxxxxxx Xxxxx STOCKHOLDERS: Xxxx Xxxxxxxx Xxxx Xxxxxx
Appears in 1 contract
Samples: Stock Purchase Agreement (Ev Transportation Services, Inc.)
Market Stand-Off Agreement. If requested by the Company Each Holder and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder 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 salesale of, of any Common Stock (or other securities) of the Company held by such Holder or Common Holder (other than those included in the registration) during one hundred and eighty the six (1806) day month period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to Registration Statement on Form S-1 for the Company’s Initial Public OfferingOffering filed under the Securities Act (such date the “Effective Date”). The foregoing provisions of this Section 2.10 Each Holder and Common Holder (other than JLP Consulting LLC and Morten Mernoe) shall be applicable to not sell or otherwise transfer, make any short sale of, grant any option for the Holders only if all officerspurchase of, directorsor enter into any hedging or similar transaction with the same economic effect as a sale of, and stockholders individually owning more than one percent any Common Stock (1%or other securities) of the Company’s Company held by such Holder or Common Holder (other than those included in the registration) during the eighteen (18) month period following the Effective Date, unless a shorter period is approved by 66-2/3% of the then outstanding shares of Common Stock are subject to held by the same restrictionsHolders and Common Holders (voting together as a single class on an as-converted basis) (such shorter period, the “Reduced Lock-Up Period”); provided that such Reduced Lock-Up Period shall be no less than six (6) months from the Effective Date. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty eighteen (18018) day periodmonth period or the Reduced Lock-Up Period, as applicable. Each Holder and Common Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions for a period of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock at least six (or any securities convertible into or exercisable or exchangeable for Common Stock6) acquired by any Holder following the effective date of the Initial Public Offeringmonths.
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 Holder (other than those included in during the registration) during one hundred and eighty (180) day period 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 from the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the final prospectus relating to the registration statement for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on Form S-1 or Form S-3 relating behalf of the Company to such offering, but the public in any event not to exceed two hundred ten (210) days an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the registration statement relating to statement, (a) provided that: all officers and directors of the Initial Public Offering. The foregoing provisions Company and holders of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than at least one percent (1%) of the Company’s outstanding voting securities are bound by and have entered into similar agreements; (b) provided further that: for the sake of clarity, such agreement shall be applicable only to any Common Stock are subject (or other securities) of the Company, which were acquired by such Holder any time prior to the same restrictionseffective date of the registration statement for the Company’s initial public offering, and only to 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 Common Stock (or other securities) sold pursuant to such registration statement; provided, however: that such agreement may be applicable to Common Stock (or other securities) sold to Affiliates of the Company. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investor Rights Agreement (ShockWave Medical, Inc.)
Market Stand-Off Agreement. If so requested by the Company and an underwriter of Common Stock (or other securities) the underwriters in connection with the initial public offering of the Company’s securities registered under the Act, each Holder hereby agrees that such Holder Purchaser shall not sell or otherwise 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 salesale with respect to, of any Common Stock (or other securities) securities of the Company held by such Holder Purchaser, including the Stock (other than those included in the registration) “Restricted Securities”), during one hundred and eighty (the 180) -day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the such registration statement relating (or such longer period, not to exceed 34 days after the Initial Public Offeringexpiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation). The foregoing provisions of this Section 2.10 6 shall apply only to the Company’s initial public offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders Purchaser only if all officers, directors, 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 are subject (after giving effect to conversion into Common Stock of all outstanding shares of the same restrictionsCompany’s preferred stock). The obligations described in this Section 2.10 shall not apply Purchaser agrees to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that execute and deliver such other agreements as may be promulgated in reasonably requested by the futureCompany and/or the Exhibit 3.2(a) managing underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, 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 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 Purchaser’s Restricted Securities until the end of such one hundred eighty (180) day period. Each Holder agrees to execute a market standoff agreement with said The underwriters in customary form consistent with for the provisions Company’s initial public offering are intended third-party beneficiaries of this Section 2.10. Any discretionary waiver or release of such agreement by 6 and shall have the Company or right, power and authority to enforce the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offeringprovisions hereof as though they were a party hereto.
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 Holder immediately before the effective date of the registration statement for such offering (other than those included in the registration) during the period from the filing of the registration statement for the Company’s Initial Public Offering filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act (the “Registration Statement”) through the end of the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the Initial Public Offering. The foregoing publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto) (the “Market Standoff Provision”); provided, however, that the Market Standoff Provision shall not apply unless each of this Section 2.10 shall be applicable to the Holders only if all officers, Company’s directors, officers and stockholders individually owning holding more than one percent (1%) of the Company’s issued and outstanding Common Stock are subject capital stock of the Company have agreed to the same restrictionsMarket Standoff Provision, or a provision substantially similar to the Market Standoff Provision, on the date of the filing of the Registration Statement. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 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 one hundred and eighty (180) day (or other) period. 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 Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Each Holder 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 Holder (other than those included in the registration) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to for the Company’s Initial Public Offering. The foregoing Offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions of or amendments thereto), provided, that the obligations described in this Section 2.10 section shall only be applicable to the Holders only Holder if all officers, directors, officers and stockholders individually owning more than one percent (directors of the Company are bound by similar agreements and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders of 1%) % or greater of the Company’s outstanding Common Stock are subject to the same restrictionscapital stock. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l 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 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 one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of such agreement the restrictions of any market stand-off agreements by the Company or the underwriters on behalf of a director or officer of the Company shall apply pro rata to all Holders the Investors subject to such agreements, agreements pro rata based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.
Appears in 1 contract
Samples: Investor Rights Agreement (Blue Marble Energy Corp)
Market Stand-Off Agreement. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that such Holder 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 Holder (other than those included in the registration) during the one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating Company’s Initial Public Offering, or ninety (90) days with respect to offerings other than the Initial Public Offering. The foregoing , or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on the (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictionsor amendments thereto. The obligations described in this Section 2.10 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 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 futurefuture and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b2.8(c) hereof 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. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release termination of the restrictions of any or all of such agreement agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, agreements pro rata based on the number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in The foregoing provisions of this Section 2.10 shall not apply to the sale of any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date to an underwriter of the Initial Public OfferingCompany’s securities pursuant to an underwriting agreement entered into by the Company.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Raindance Technologies Inc)
Market Stand-Off Agreement. If requested Each Holder and the Company hereby agree that it will not, without the prior written consent of the managing underwriter, in connection with an underwritten offering pursuant to Section 2.2 by the Company and an underwriter for its own behalf of shares of its Common Stock (or any other securities) of equity securities under the Company, each Holder hereby agrees that such Holder 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 Securities Act on a sale, of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during one hundred and eighty (180) day period 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 eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement on Form S-1 or Form S-3 S-3, during the period commencing on the date of the final prospectus relating to and ending on the date specified by the Company and the managing underwriter (such offering, but in any event period not to exceed two hundred ten ninety (21090) days following (the effective date “Holdback Period”)), effect any sale or distribution of equity securities of the registration statement Company, as applicable, or any securities convertible into or exchangeable or exercisable for such securities. If (x) the Company issues an earnings release or other material news or a material event relating to the Initial Public OfferingCompany and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the forgoing restriction until the end of such period, including any period of Holdback Extension. The foregoing provisions of this Section 2.10 Subsection 2.11 shall (i) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (ii) shall be applicable to the Holders only if all officers, directors, officers and directors are subject to substantially 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 are subject (after giving effect to conversion into Common Stock of all outstanding Preferred Stock (as defined in the Voluntary Conversion Agreement)) and (iii) shall be applicable to the same restrictionsHolders only if the Company has complied with its obligations under Section 2 and has included at least 75% of the Registered Securities requested by such Holders in such underwritten offering. The obligations described underwriters in connection with such underwritten offering are intended third-party beneficiaries of this Section 2.10 Subsection 2.11 and shall not apply have the right, power and authority to enforce the provisions hereof as though they were 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 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 one hundred eighty (180) day periodparty hereto. Each Holder further agrees to execute a market standoff agreement with said such agreements as may be reasonably requested by the underwriters in customary form connection with such underwritten offering that are consistent with the provisions of this Section 2.10Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or release of such agreement 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. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.2.12
Appears in 1 contract
Samples: Registration Rights Agreement
