Market Standstill. Each Shareholder hereby agrees that he, she or it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock of the Company held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 3.06 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to the establishment of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the restricted period, or the transfer of any shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Shareholders only if all officers and directors are subject to the...
Market Standstill. Each Purchaser hereby agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Purchaser or any affiliate of such Purchaser or any person in privity with such Purchaser or any affiliate of such Purchaser), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, until one (1) year after the date of the underwriting agreement for the Public Offering (as defined below) (the “Lock-Up Period”), other than: (i) transactions relating to shares of Common Stock or other securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering; (ii) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (iii) conversion of the Preferred Stock into Common Stock; (iv) transfers of Common Stock or securities convertible into or exchangeable for Common Stock to any affiliate (as such term is defined in Rule 405 of the Securities Act, as amended), limited partners, general partners, limited liability company members or stockholders of such Purchaser, or to any wholly owned subsidiary of such Purchaser, provided that in the case of any transfer or distribution pursuant to this clause (iv) the recipient agrees to be bound in writing by the same restrictions set forth herein for the duration of the Lock-Up Period and any such transfer shall not involve a disposition for value; (v) transfers pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a “change of control” (as defined below) of the Company occurring after the consummation of the Public Offering that has been approved by the board of directors of the ...
Market Standstill. Until after the undersigned sells the Stock pursuant to an effective registration statement covering the Stock in accordance with the terms or the Registration Rights Agreement, or pursuant to a transaction exempt from registration, none of the undersigned or its affiliates (as defined in Rule 405 of the 1933 Act, hereinafter “Affiliates”), shall, without the prior written consent of the Company, (a) propose to enter into, directly or indirectly, any merger or business combination involving the Company; (b) make, or in any way participate, directly or indirectly, in any solicitation of “proxies” (as such term is used in Regulation 14A under the Securities Exchange Act of 1934, as amended) to vote or seek to advise or influence any person with respect to the voting of any voting securities of the Company; (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company; (d) otherwise act, alone or in concert with others, to seek control or influence the management, Board of Directors or policies of the Company; (e) publicly disclose any intention, plan or arrangement inconsistent with the foregoing, or (f) engage in any “short selling” of the securities of the Company (and the undersigned warrants that it has not heretofore engaged in any short-selling of the stock).
Market Standstill. From the date hereof until 30 days after the date hereof, neither the Company nor any Subsidiary shall (A) other than an Exempt Issuance (as defined below), enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or (B) file any registration statement or any amendment or supplement to any existing registration statement. “Exempt Issuance” shall mean (1) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company or (2) securities upon the exercise or exchange of or conversion of any shares of Exchange Preferred Stock issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities issue, other than with respect to drawdowns pursuant to the Amended and Restated Convertible Secured Credit Note dated September 9, 2024 between the Company and Conduit Capital U.S. Holdings LLC.
Market Standstill. Absent prior written consent from the Placement Agents, from the date hereof until the 90th day following the Closing Date, the Company shall not sell or issue and Common Stock or Common Stock Equivalents other than with respect to the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) the Securities sold to the Investors, or (c) securities upon the exercise or exchange of or conversion of any Securities issued to the Investors and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities.
Market Standstill. During the period commencing on the Effective Date and ending 60 days after the end of the Term (the “Standstill Period”), Consultant agrees that he will comply with the Ixxxxxx Xxxxxxx policies (to include designated Blackout Periods of the Company in performing any trading any securities of the Company. For the avoidance of doubt, the parties intend that provisions of this Section 9.2 will survive any termination of this Agreement and understand that the Standstill Period will extend for a period that is longer than the Term.
Market Standstill. From the date hereof until __ days following the date hereof, the Company), other than an Exempt Issuance, neither the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents. Other than to the Purchaser, the Company shall not issue any additional shares of Preferred Stock after the date hereof. Executed as of the first date written above by the undersigned duly authorized representatives of the Company and the Purchaser: ENERJEX RESOURCES, INC. By: Name: Title: ALPHA CAPITAL ANSTALT Signature of Authorized Signatory: Name of Authorized Signatory: Title of Authorized Signatory: Annex A Promissory Notes: $50,000 Secured Promissory Note issued on July 14, 2017. $50,000 Secured Promissory Note issued on July 27, 2017. $125,000 Secured Promissory Note issued on August 30, 2017. Parent Stock: 26,510,806 shares.
Market Standstill. From the date hereof until ___ days following the date hereof, the Company ), other than an Exempt Issuance, neither the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents. Executed as of the first date written above by the undersigned duly authorized representatives of the Company and the Purchaser: ENERJEX RESOURCES, INC. By: Name: Title: ALPHA CAPITAL ANSTALT Signature of Authorized Signatory: Name of Authorized Signatory: Title of Authorized Signatory:
Market Standstill. From the date hereof until ninety (90) days after the Effective Date of the Registration Statement, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Convertible Securities. Notwithstanding the foregoing, the restrictions contained in this Section 4(j) shall not apply in respect of an Exempt Issuance (as defined herein).
Market Standstill. MICROART agrees that, for a period equal to two (2) years from the date that this Agreement is terminated, unless specifically authorized in writing in advance by an authorized representative of TIVIC, neither the MICROART nor its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”)), nor any person acting on behalf of or in concert with MICROART or its affiliates, will in any manner, directly or indirectly, (i) acquire, agree to acquire or offer or assist, advise or encourage any other person in acquiring any equity securities of TIVIC, any warrants or options to acquire such securities, any securities convertible into or exchangeable for such securities or any other right to acquire such securities; (ii) enter into or offer to enter into any merger or other business combination involving TIVIC or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving TIVIC; (iii) make, or in any way participate in, any “solicitation” of proxies or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the Exchange Act with respect to any securities of the Company, or seek to advise or influence any person with respect to the voting of any securities of TIVIC or demand a copy of the stock ledger, list of stockholders, or any other books and records of TIVIC; (iv) form, join, finance or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), with respect to any securities of TIVIC; (v) otherwise act, alone or in concert with others, to seek control or influence, in any manner, the management, Board of Directors or policies of TIVIC; (vi) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing; or (vii) make any publicly disclosed proposal regarding any of the foregoing.
