Common use of Market Standoff Clause in Contracts

Market Standoff. The holder hereof agrees that such holder shall not 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, any Common Stock (or other securities) of the Company held by such holder (other than those included in the registration or acquired following the Company’s initial public offering) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Act; provided that (i) such agreement shall apply only to the Company’s IPO; and (ii) all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. The holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the holder’s obligations under Section 11 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 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 securities pursuant to a registration statement filed under the Act. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. The holder agrees that any transferee of this Warrant shall be bound by Section 11. The underwriters of the Company’s stock are intended third party beneficiaries of Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Market Standoff. The holder hereof Each Holder hereby agrees that that, if so requested by the Company and the Underwriter’s Representative (if any), such holder Holder shall not sell, transfer, make any short sale of, loan, grant any option for the purchase of, or enter into otherwise transfer or dispose of any hedging or similar transaction with the same economic effect as a sale, any Common Stock (Registrable Securities or other securities) securities of the Company held by such holder (other than those included in “Market Standoff”) without the registration or acquired following the Company’s initial public offering) for a period specified by the representative of the underwriters of Common Stock (or other securities) prior written consent of the Company and the Underwriter’s Representative for such period of time (a) not to exceed one hundred eighty (180) 180 days following the effective date of a registration statement Registration Statement of the Company filed under the ActSecurities Act in the case of the Initial Public Offering or (b) commencing with the date the Company provides notice to the Holders of a proposed follow-on offering pursuant to Section 4.1 (including Registrations initiated pursuant to Section 3) and ending 90 days after the effective date of the Registration Statement or, in the event of a shelf registration, the date of the prospectus for such follow-on offering, as may be requested by the Underwriter’s Representative; provided provided, however, that (i) such agreement a Holder shall apply not be required to agree to a Market Standoff for a period of time that commences less than 30 days after the expiration of another period of time during which the Holder has agreed to a Market Standoff. The obligations of the Holders under this Section 12 shall be conditioned upon similar agreements being in effect with each other stockholder who is an officer, or director or, with respect only to the Company’s IPO; and (ii) all officers and directors Initial Public Offering, greater than 1% stockholder of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. The holder agrees prior to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the holder’s obligations under Section 11 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 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 securities pursuant to a registration statement filed under the Act. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. The holder agrees that any transferee of this Warrant shall be bound by Section 11. The underwriters of the Company’s stock are intended third party beneficiaries of Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party heretoInitial Public Offering.

Market Standoff. The holder hereof agrees that such holder shall not 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, any Common Stock (or other securities) Each of the Company held parties to this Agreement agree that, upon request by such holder (other than those included in the registration or acquired following managing underwriter of any Underwritten Offering by the Company’s initial public offering) Corporation, for a period specified of (a) fourteen (14) days prior to the expected date of effectiveness of any Underwritten Offering (such expected date to be indicated to the Stockholder in a notice by the representative of Corporation which may be amended at any time by the underwriters of Common Stock Corporation in good faith), and (or other securitiesb) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement the Corporation’s initial underwritten public offering of its Common Stock on Form S-1 or similar form under the Securities Act on Form S-1 or similar form under the Securities Act, each party hereto shall not, unless otherwise agreed to by the managing underwriters, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound), any securities of the Company filed under Corporation held by it or enter into any hedging or other transaction that transfers the Acteconomic consequences of such investment, at any time during such period except such Common Stock included by the parties hereto in such registration; provided provided, however, that (i) such agreement shall apply only to the Company’s IPO; and (ii) all executive officers and directors of the Company Corporation and holders of at least one percent (1%) of the Company’s voting securities all other Persons with demand registration rights shall be required to enter into similar agreements. The holder In addition, each party hereto agrees to execute and deliver such other agreements as may be reasonably requested acknowledge the undertaking provided for in this Section 8.2 by the Company or the underwriter that are entering into customary written “lock-up” agreements, consistent with the holder’s obligations under Section 11 or that are necessary to give further effect theretoforegoing, with the managers of the relevant underwriting. In addition, if requested by order to enforce the Company or the representative of the underwriters of Common Stock (or other securities) of the Companyforegoing covenant, the 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 securities pursuant to a registration statement filed under the Act. The Company Corporation may impose stop-transfer instructions with respect to the securities held by each party hereto (and the shares or securities of Common Stock (or other securities) every person subject to the foregoing restriction restriction) until the end of said one hundred eighty (180) day such period. The holder agrees that any transferee of this Warrant shall be bound by Section 11. The underwriters of the Company’s stock are intended third party beneficiaries of Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Market Standoff. The holder hereof Registered Holder hereby agrees that such holder that, if so requested by the Company and the Underwriter’s Representative (as defined below), if any, the Registered Holder shall not sell, transfer, make any short sale of, loan, grant any option for the purchase of, or enter into any hedging otherwise transfer or similar transaction with the same economic effect as a sale, any Common Stock (dispose of this Warrant or other securities) securities of the Company held by such holder (other than those included in “Market Standoff”) without the registration or acquired following the Company’s initial public offering) for a period specified by the representative of the underwriters of Common Stock (or other securities) prior written consent of the Company and the Underwriter’s Representative for such period of time (a) not to exceed one hundred eighty (180) days following the effective date of a registration statement Registration Statement of the Company filed under the ActSecurities Act in the case of the Company’s initial public offering or (b) commencing with the date the Company provides notice to the Registered Holder of a proposed follow-on offering and ending 90 days after the effective date of the Registration Statement or, in the event of a shelf registration, the date of the prospectus for such follow-on offering, as may be requested by the Underwriter’s Representative; provided provided, however, that the Registered Holder shall not be required to agree to a Market Standoff for a period of time that commences less than thirty (i30) such agreement days after the expiration of another period of time during which the Registered Holder has agreed to a Market Standoff. The obligations of the Registered Holder under this Section 5 shall apply be conditioned upon similar agreements being in effect with each other stockholder of the Company who is an officer, or director or, with respect only to the Company’s IPO; and (ii) all officers and directors initial public offering, greater than 1% stockholder of the Company and holders prior to such initial public offering. For purposes of at least one percent (1%) of this Warrant, the Company“Underwriter’s voting securities enter into similar agreements. The holder agrees to execute and deliver such other agreements as may be reasonably requested by Representative” is the Company or representative the underwriter that are consistent with or underwriters selected for the holder’s obligations under Section 11 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative underwriting of the underwriters of Common Stock (or other securities) of the Company, the 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 a public offering of the Company’s securities pursuant to a registration statement filed under the Act. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. The holder agrees that any transferee of this Warrant shall be bound by Section 11. The underwriters of the Company’s stock are intended third party beneficiaries of Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Market Standoff. The holder hereof Holder hereby agrees that such holder the Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, any shares of Common Stock (or other securities) of the Company held by such holder the Holder (other than those included in the registration or acquired following registration) during the Company’s initial public offering) for a 180-day period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement the initial public offering of the Company filed under (or such longer period, not to exceed 34 days after the Act; provided that (i) such agreement shall apply only to the Company’s IPO; and (ii) all officers and directors expiration of the 180-day period, as the underwriters or the Company and holders of at least one percent (1%) of the Company’s voting securities enter into shall request in order to facilitate compliance with FINRA Rule 2241 or NYSE Member Rule 472 or any successor or similar agreementsrule or regulation). The holder Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter managing underwriters that are consistent with the holder’s obligations under Section 11 foregoing or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of the Company’s Common Stock (or other securities) securities of the Company), the holder Holder shall provide, within ten (10) 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 Act. The obligations described in this paragraph 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. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of such Common Stock (or other securitiessecurities of the Company) subject to the foregoing restriction until the end of said one hundred eighty (180) day such period. The holder Holder agrees that any transferee of this Warrant any of the Securities (or other securities of the Company) held by the Holder shall be bound by Section 11this paragraph. The underwriters of the Company’s stock are intended third third-party beneficiaries of Section 11 this paragraph and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Market Standoff. The holder hereof Each Holder hereby agrees that such holder Holder shall not sell, 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, any Common Stock (or other securities) of the Company JVCO Equity Securities held by such holder Holder (other than those any JVCO Equity Securities included in the registration or acquired following registration) during the Company’s initial public offering) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days day period following the effective date of a registration statement of the Company filed under the Act; Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, without limitation, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that (i) such agreement shall apply only to the Company’s IPO; and (ii) all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreementsare similarly bound. The holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the holder’s obligations under described in this Section 11 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 4.09 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 securities pursuant not apply to a registration statement filed under relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the Actfuture, 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 4.08 hereof with respect to the shares of Common Stock (or other securities) securities subject to the foregoing restriction until the end of said such one hundred eighty (180) day period. The holder Each Holder agrees that any transferee to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Warrant shall be bound by Section 114.09. The underwriters If there is any release from such agreement of the Companyany Holder’s stock are intended third party beneficiaries Shares subject to such restrictions, then each other Holder may sell, transfer or otherwise dispose of Section 11 and shall have the right, power and authority an equal percentage of such Holder’s Shares originally subject to enforce the provisions hereof as though they were a party heretosuch restrictions.

Market Standoff. The In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's Initial Public Offering, neither the Optionee nor any holder hereof agrees that such holder of Shares acquired pursuant to the exercise of this Option shall not sell, transfer, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or enter into otherwise dispose or transfer for value or otherwise agree to engage in any hedging or similar transaction of the foregoing transactions with the same economic effect as a salerespect to, any Common Stock (or other securities) such Shares without the prior written consent of the Company held or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such holder (other than those included in the registration or acquired following underwriters and agreed to by the Company’s initial public offering) for a 's officers and directors with respect to their Shares; provided, however, that in no event shall such period specified by the representative exceed 180 days. The limitations of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following this paragraph shall in all events terminate two years after the effective date of a registration statement the Company's Initial Public Offering. Holders of the Company filed under the Act; provided that (i) such agreement shall apply only Shares issued pursuant to the Company’s IPO; and (ii) all Option shall be subject to the market standoff provisions of this paragraph only if the officers and directors of the Company and holders are also subject to similar arrangements. In the event of at least one percent (1%) any stock split, stock dividend, recapitalization, combination of Shares, exchange of Shares or other change affecting the Company’s voting 's outstanding Shares effected as a class without the Company's receipt of consideration, then any new, substituted or additional securities enter into similar agreements. The holder agrees distributed with respect to execute and deliver the Shares acquired pursuant to the Option shall be immediately subject to the provisions of this Section 11, to the same extent the Shares are at such other agreements as may be reasonably requested time covered by the Company or the underwriter that are consistent with the holder’s obligations under Section 11 or that are necessary to give further effect theretosuch provisions. In addition, if requested by order to enforce the Company or the representative limitations of the underwriters of Common Stock (or other securities) of the Companythis Section 11, the 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 securities pursuant to a registration statement filed under the Act. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject Shares acquired pursuant to the foregoing restriction Option until the end of said one hundred eighty (180) day the applicable standoff period. The holder agrees that any transferee of this Warrant shall be bound by Section 11. The underwriters of the Company’s stock are intended third party beneficiaries of Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Market Standoff. The holder hereof Holder and transferee of the Shares issuable hereunder hereby agrees that that, in connection with the initial public offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”), such holder Holder or transferee shall not lend, offer, pledge, sell, transfercontract to sell, make sell any short sale of, option or contract to purchase or grant any option for the or warrant to purchase of, or enter into otherwise transfer any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) securities of the Company held by such holder (other than those included in during the registration or acquired following the Company’s initial public offering) for a period specified by the representative Company’s Board of Directors at the request of the underwriters of Common Stock Managing Underwriter (or other securities) of the Company “Market Standoff Period”), with such period not to exceed one hundred eighty (180) 180 days following the effective date of a the registration statement of the Company filed under the ActSecurities Act for the initial public offering of its securities; provided that (i) such agreement shall apply only to the Company’s IPO; and (ii) all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter are bound by and have entered into similar agreements. The holder Holder further agrees that this Warrant and the Shares are subject to the terms and conditions of the Lock-Up Agreement entered into between the Holder and Gxxxxxx, Sxxxx & Co. and Lxxxxx Brothers Inc. (the “Underwriter Lockup”) and agrees to execute and deliver such other agreements as may be enter into any additional agreement reasonably requested by the Company or the underwriter that are consistent with the holder’s obligations under Section 11 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 ten (10) days of such request, such information as may be required by the Company or such representative Managing Underwriters to effect the foregoing in connection with the completion of any public offering of IPO. In order to enforce the Company’s securities pursuant to a registration statement filed under foregoing covenant, the Act. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) securities subject to the foregoing restriction restrictions until the end of said one hundred eighty (180) day period. The holder agrees that any transferee of this Warrant shall be bound by Section 11. The underwriters of such Market Standoff Period or such specified in the Company’s stock are intended third party beneficiaries of Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party heretoUnderwriter Lockup.