Common use of Market Standoff Provision Clause in Contracts

Market Standoff Provision. The Company and each of the Selling Stockholders hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 90 days after the date of the Prospectus (the "Restricted Period"), (a) 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, lend, 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 or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. The Company and each of the Selling Stockholders hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 90 180 days after the date of the Prospectus (the "“Restricted Period"”), (ai) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockOrdinary Shares, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, hereunder or (iiB) the issuance by the Company of shares of Common Stock Ordinary Shares upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 2.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC waivewaives, in writing, such extension.

Market Standoff Provision. The Company and each of the Selling Stockholders Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period ending (the “Lock-Up Period”) through and including the date that is 90 days after the date of the Prospectus (the "Restricted Period")Prospectus, (a) 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, lend, 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 or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence For the purpose of allowing the Underwriters to comply with NASD Rule 2711(f)(4), if (x) during the period that begins on the date that is 18 calendar days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, (i) the Company issues an earnings release, (ii) the Company publicly announces material news or (iii) a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions in this Section 3.3, unless otherwise waived by Xxxxxx Xxxxxx Partners LLC in its sole discretion, shall continue to apply until the expiration of the date that is 18 calendar days after the date on which the Company issues the earnings release, the Company publicly announces material news or a material event relating to the Company occurs, provided, however, that this paragraph will not apply to any research report concerning the Company to be published or distributed by any representative of the Underwriters pursuant to Rule 139 promulgated under the Securities Act at a time when the Company’s shares of Common Stock are “actively traded securities,” as defined in Regulation M, 17 C.F.R. 242.101(c)(1). This Section 3.3 shall not apply to to: (iA) the Shares to be sold hereunder, ; (iiB) the issuance by the Company of shares of its Common Stock upon the exercise of options or warrants or the conversion of a any security or note outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or Prospectus; (iiiC) transactions by any person other than the Company relating to issuance of shares of Common Stock or grant of options or other securities acquired in open market transactions after incentive awards pursuant to the completion of the offering of the Shares. The Company may also Company’s stock incentive or employee stock purchase plans; (xD) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale by the Company of shares of Common Stock or securities that are convertible into or exchangeable for shares of Common Stock or the grant of options or stock purchase warrants in connection with a transaction involving the acquisition (whether by purchase or merger or otherwise) of any business or assets by the Company or any subsidiary thereof; provided, that the aggregate number of shares of Common Stock that may be issued by the Company during the Lock-Up Period, whether directly or upon conversion, exchange or exercise of any other security issued by the Company in connection with such transaction, shall not exceed 20% of the securities issuable under total number of shares of Common Stock outstanding upon consummation of the Company's equity incentive plans offering contemplated by this Agreement or (E) any other exceptions set forth in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. Lock-Up Agreement attached hereto as Exhibit C. In addition, each Selling Stockholder Shareholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 days after the date of the ProspectusLock-Up Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. The Company and each of the Selling Stockholders hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. Txxxxx Wxxxxx Partners and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)UBS Securities LLC, it will not, during the period ending 90 days after the public offering date of set forth on the Prospectus (the "“Restricted Period"”), (ai) 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, lend, 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 or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security security, in each case, outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Pricing Prospectus or (iiiC) transactions by any person other than the Company relating to issuance of shares of Common Stock, options to acquire Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable equity awards under the Company's equity incentive plans ’s stock option or employee stock purchase plans, each as in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 1615-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 2.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicablerelease, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC waivewaives, in writing, such extension. The Company will provide the Representatives and each stockholder, officer and director subject to a “lock-up” agreement, as contemplated by Section 5.11 hereof, with prior notice reasonably in advance of any such announcement that gives rise to any such extension of the Restricted Period.

Market Standoff Provision. The Company and each of the Selling Stockholders hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 90 days after the date of the Prospectus (the "Restricted Period"), (a) 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, lend, 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 or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or Prospectus, (iii) transactions the issuance by any person other than the Company relating to of shares of Common Stock pursuant to incentive plans or other securities acquired arrangements described (or incorporated by referenced) in open market transactions after the completion Prospectus or (iv) the issuance by the Company of shares in connection with the acquisition of the offering assets or securities of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stockanother business. Notwithstanding the foregoing, if (1x) during the last eighteen seventeen (1817) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 1615-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 2.3 shall continue to apply until the expiration of the 1918-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicableapplicable (the "Restricted Period Extension"), unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waivewaives, in writing, such extension; provided, however, that the Restricted Period Extension shall not apply in the event that the Company's Common Stock meets the definition of "actively traded securities," as defined in Regulation M promulgated under the Exchange Act.

Market Standoff Provision. The Company and each of the Selling Stockholders Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 90 180 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) 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, lend, 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 or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus Prospectus, or (iiiC) transactions the grant of options by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive option plans described in effect on the Registration Statement and Prospectus, PROVIDED, such options are not exercisable for 180 days after the date hereofof the Prospectus, or if such options are exercisable within such period, such options are subject to lockup provisions substantially the same as those set forth in this Section 3(c). In addition, each Selling Stockholder Stockholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. The Company and each of the Selling Stockholders hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), ) it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) 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, lend, 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 or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Additionally, the Company hereby agrees that without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions set forth in this Section 3.3 shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of options to purchase shares of the Company’s Common Stock under the Company’s existing plans as described in the Prospectus, provided that such options do not become vested and exercisable during the 90-day restricted period, or (iii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or warrants. If, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1i) during the last eighteen (18) 17 days of the Restricted Period 90-day restricted period described in this Section 3.3, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2ii) prior to the expiration of the Restricted Period 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Period90-day restricted period, the restrictions imposed by 90-day restricted period described in this Section 3.3 automatically shall continue to apply extend until the expiration of the 1918-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in either clauses (i) or (ii) the Representatives waive the extension in writing. The Company acknowledges that the Selling Stockholders are subject to similar restrictions as contained in this Section 3.3 pursuant to the “lock-up” agreement terms included in Exhibit B hereto on the transfer or other disposition of shares of capital stock of the Company held by them, and the Company agrees to take all reasonable measures to enforce each such extensionSelling Stockholders’ compliance with such restrictions.