Market Standoff Agreements. In connection with the underwritten public -------------------------- offering by Efficient of at least 1,000,000 shares for its own account or $50,000,000, whichever is lesser, Cabletron agrees that, upon the request of Efficient or the underwriters managing any underwritten offering of Efficient's Securities, Cabletron shall agree in writing (the "Cabletron Public Offering Lock-Up") that neither Cabletron (nor any director, executive officer or Controlled Affiliate of Cabletron) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities of Efficient (other than those included in such registration statement, if any) now or hereafter acquired by Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) or with respect to which Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) has or hereafter acquires the power of disposition without the prior written consent of Efficient and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Efficient and the underwriters provided that (i) the directors, executive officers (ii) all holders of more than five percent (5%) of Efficient's Voting Securities which are an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interest transactions and (iii) any Investor or other Person participating in such offering enter into a public offering lock-up containing the same terms as the Cabletron Public Offering Lock-Up; provided, however, that neither Cabletron (nor any director, executive officer or Controlled Affiliate of Cabletron) shall be bound by such Cabletron Public Offering Lock-Up more than once during any twelve month period. Furthermore, Cabletron agrees that, at the request of Efficient, Cabletron shall agree in writing (the "Cabletron Pooling Transaction Lock-Up") that neither Cabletron (nor any director, executive officer or Controlled Affiliate of Cabletron) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any Securities of E...
Market Standoff Agreements. The Company will require all future purchasers of Capital Stock of the Company prior to the initial public offering of the Company’s securities to execute a market standoff agreement in which the holders agree, if so requested by the Company or any underwriter’s representative in connection with an initial public offering, not to sell or otherwise transfer any securities of the Company during a period of up to 180 days following the effective date of the registration statement.
Market Standoff Agreements. 43 SECTION 7.09
Market Standoff Agreements. The Company will require all future purchasers of stock prior to the initial public offering of the Company’s securities to execute a market standoff agreement in which the holders agree, if so requested by the Company or any underwriter’s representative in connection with an initial public offering, not to sell or otherwise transfer any securities of the Company during a period of up to 180 days following the effective date of the registration statement (or such longer period after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or any similar or successor rule).
Market Standoff Agreements. Parent shall use its reasonable best efforts, on behalf of the Company and pursuant to the request of Company, to cause each Parent stockholder named in Schedule 7.08 to execute and deliver to the Company a Market Standoff Agreement substantially in the form attached hereto as Annex D.
Market Standoff Agreements. (a) Notwithstanding anything contained herein to the contrary, the Company may delay the filing of any registration statement and may withhold any and all efforts to cause such registration statement to be become effective if the Company determines in good faith that such registration will (i) materially and adversely interfere with or affect the negotiation or consummation of any actual or pending material transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction), (ii) otherwise have a Material Adverse Effect on the Company or (iii) involve initial or continuing disclosure obligations that are not in the best interest of the Company’s stockholders; provided, however, that the Company may not exercise such right to delay or to withhold efforts more than once in any consecutive 12 month period or for more than ninety (90) days. Without in any way limiting the foregoing, if the Company exercises its right to delay or to withhold efforts pursuant to this Section 3(a), then the Company shall use commercially reasonable efforts to have the applicable registration statement filed or declared effective, as the case may be, at the earliest practicable date after the Company’s bases for delaying or withholding its efforts are no longer applicable.
Market Standoff Agreements. In connection with the public offering by Catapult of any of its securities Tekelec agrees that, upon the request of Catapult or the underwriters managing any underwritten offering of Catapult's securities, Tekelec shall agree in writing (the "Tekelec Public Offering Lock-Up") that neither Tekelec (nor any director, executive officer or subsidiary of Tekelec) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities of Catapult (other than those included in such registration statement, if any) now or hereafter acquired by Tekelec (or any director, executive officer or subsidiary of Tekelec) or with respect to which Tekelec (or any director, executive officer or subsidiary of Tekelec) has or hereafter acquires the power of disposition without the prior written consent of Catapult and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Catapult and the underwriters provided that the officers and directors of Catapult enter such lock-up agreements for the same period and on the same terms. Tekelec agrees that Catapult may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Tekelec Public Offering Lock-Up contained in this Section 3.8.
Market Standoff Agreements. Each of the persons listed on Exhibit B-1 hereto are bound to market standoff provisions with the Company that impose restrictions on transfer with respect to such holder’s Shares during the Lock-up Period (as defined below) without the consent of the Company’s board of directors (“Market Standoff Provisions”) that are enforceable by the Company. Each such Market Standoff Provision is in full force and effect as of the date hereof and shall remain in full force and effect during the Lock-up Period, except that this provision shall not prevent the Company from effecting a waiver or amendment to permit a transfer of securities by such persons which, if such securities were subject to the terms of the lock-up agreement in the form attached as Exhibit A hereto, would be permissible under such lock-up agreement without any consent, waiver or amendment. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1A. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Market Standoff Agreements. The Company will require all future purchasers of stock prior to the initial public offering of the Company’s securities to execute a market standoff agreement in which the holders agree, if so requested by the Company or any underwriter’s representative in connection with an initial public offering, not to sell or otherwise transfer any securities of the Company during a period of up to 180 days following the effective date of the registration statement (which period may be extended upon the request of the managing underwriter for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period).
Market Standoff Agreements. The Company will require that all current and future purchasers of the Company Common Stock or Preferred Stock will execute a market standoff agreement with terms substantially similar to the provisions of Section 2.11 hereof.
