Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price per share for the Shares is $16.25. The number of Underwritten Shares purchased by the Underwriters to confirm sales] [None] X. X. is 12,310,000. The number of Option Shares is 1,846,500. FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Sangamo Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationSangamo Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.01 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 45 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “ProspectusLock-Up Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (such shares or securities, the “Beneficially Owned Shares”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (Ba) transfers of shares of Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or gifts, and (Cii) distributions to any trust for the direct or indirect benefit of shares of Common Stock to members the undersigned or stockholders the immediate family of the undersigned,; provided, (iii) to any “affiliate” (as that term is defined in Rule 405 under the case Securities Act of any transfer 1933, as amended) of the undersigned or distribution (iv) by will or intestacy to the undersigned’s legal representative, heir or legatee;
(b) pursuant to clause (B) any contract, instruction or (C), each donee or distributee shall execute and deliver to the Representative a lockplan complying with Rule 10b5-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) 1 under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If that has been entered into by the undersigned is an officer prior to the date of this agreement;
(c) the acquisition or director exercise of any stock option issued pursuant to the Company’s existing stock option plan, including any exercise effected by the undersigned further agrees that delivery of shares of Common Stock held by the foregoing provisions shall be equally applicable to undersigned;
(d) any Company-directed Securities the undersigned may purchase conversion of restricted stock units into shares of Common Stock as provided in the Public Offering. If the undersigned is an officer or director of the Company, applicable restricted stock unit issuance agreement;
(ie) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify Stock to the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation undersigned’s tax withholding obligation upon issuance of such shares pursuant to the applicable restricted stock unit issuance agreement;
(the “Company”f) any sale or transfer of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (including in open market transactions through a broker) to satisfy the “Shares”).undersigned’s tax withholding obligations in connection with the vesting of equity awards pursuant to the Company’s equity compensation plans or arrangements, which equity awards vest during the Lock-Up Period;
(g) pursuant to a sale or an offer to purchase 100% of the outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties resulting in a Change of Control (as defined below) and approved by the Company’s board of directors, provided that, in the event that such a Change of Control is not completed, the undersigned’s shares shall remain subject to the restrictions contained in this Letter Agreement and title to the undersigned’s shares shall remain with the undersigned; or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Public offering price: $58.00 per share Number of Underwritten Shares: 5,200,000 Number of Option Shares: 780,000 Form of Lock-Up Agreement SVB LEERINK LLC XXXXX XXXXXXX & CO. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities SVB Leerink LLC 000 Xxxxxxxxxx Xx, 00xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 c/o Xxxxx Xxxxxxx Xxxxxx Xxx Xxxx& Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX Xxxxxxxxx 00000 Re: ChemoCentryx, Inc.—Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationChemoCentryx, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities SVB Leerink LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 days on, and including, the 60th day after the date of the final prospectus supplement (the “Lock-up Up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations Rule 13d-3 of the Securities and Exchange Commission and securities which may be issued upon exercise Act of a stock option or warrant1934, as amended (the “Exchange Act”), or publicly disclose the intention to make any offer, sale, pledge or disposition), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock or (and, for 4) publicly disclose the avoidance intention to do any of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)foregoing, in each case other than transfers:
(A) if the Securities undersigned is a director or executive officer of the Company, (i) pursuant to be sold the entry by the undersigned into written trading plans designed to comply with Rule 10b5-1 of the Exchange Act (a “10b5-1 Plan”), provided that no sales, transfers or other dispositions may occur under such plans until the expiration of the Lock-Up Period and no public announcement regarding such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company; (ii) pursuant to written 10b5-1 Plans in effect on the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders date hereof; provided that any filing required by Section 16 of the undersigned,; provided, Exchange Act that is made in the case of connection with any transfer or distribution pursuant to transfers under this clause (BA) or (C), each donee or distributee during the Restricted Period shall execute state that such sales have been executed under a 10b5-1 Plan and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer voluntarily; or
(B) as a bona fide gift or distribution gifts or other dispositions by will or intestacy; or
(other than C) to a filing on a Form 5 made after trust the expiration beneficiaries of which are exclusively the undersigned or the immediate family of the Lock-up Periodundersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin). If ; or
(D) to an immediate family member, a partnership or limited liability company formed for estate planning purposes for the direct or indirect benefit of the undersigned or the immediate family member of the undersigned; or
(E) to a spouse, former spouse, child or other dependent pursuant to a domestic relations order or an order of a court of competent jurisdiction; or
(F) as a distribution or transfer, without consideration, to limited partners, limited liability company members or stockholders of the undersigned; or
(G) if the undersigned is an officer or director of a corporation, to the Company, undersigned’s wholly-owned subsidiaries; or
(H) the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify Stock to the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) cashless exercise of shares of common stock, $0.0001 par value per share (the “options to purchase Common Stock”), ; or
(I) to a nominee or custodian of the Company and the lock-up letter dated , 2014 a person or entity to whom a disposition or transfer would be permissible under clauses (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock B) through (the “Shares”).H) above;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters Price per Share to confirm sales] [None] X. X. XXXXXX SECURITIES the public: $4.500 Number of Shares Offered: 16,000,000 UBS Securities LLC As Representative representative of the several other Underwriters listed named in Schedule 1 A to the Underwriting Agreement referred to below herein c/o X. X. Xxxxxx UBS Securities LLC 000 Xxxxxxx Xxxxxx 1285 Avenue of the Americas Xxx Xxxx, XX Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (This Lock-Up Agreement is being delivered to you in connection with the “Representative”) of the several Underwriters, propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporationto be entered into by Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), providing for and you and the public offering (the “Public Offering”) by the several Underwriters other underwriters named in Schedule 1 A to the Underwriting Agreement (the “Underwriters”), with respect to the public offering (the “Offering”) of common stock, par value $0.0001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in In order to induce you to enter into the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of X. X. Xxxxxx UBS Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”)LLC, (1i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any shares of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)for, or publicly disclose any warrants or other rights to purchase, the intention to make any offer, sale, pledge or dispositionforegoing, (2ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or such any other securitiessecurities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the registration of the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, or (d) if the undersigned is a corporation, partnership or other business entity, as a distribution to limited partners, members or stockholders or other equity holders of the undersigned (or their equivalents under the jurisdiction of organization of the undersigned) or (e) to the undersigned’s affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act); provided that in the case of any transfer, disposition or distribution pursuant to clause (d) or (e), (i) each transferee, donee or distributee shall sign and deliver a Lock-Up Agreement substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLC, make any demand for for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock (and, for the avoidance of doubt, or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby waives covenants that the undersigned will not, directly or indirectly, take, any and all notice requirements and rights with respect action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the registration stabilization or manipulation of the price of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders security of the undersigned,; provided, that in Company to facilitate the case of any transfer sale or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer resale of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents authorizes the Company and warrants that its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned has full power and authority is the record holder, and, with respect to enter into shares of Common Stock or other securities subject to this letter agreement. All authority herein conferred or agreed to be conferred and any obligations Lock-Up Agreement of which the undersigned shall be binding upon is the successorsbeneficial owner but not the record holder, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior hereby agrees to payment for and delivery of the Common Stock cause such record holder to be sold thereunder; or (iii) authorize the Company notifies and its transfer agent, during the Representative in writing that it does not intend Lock-Up Period, to proceed with decline the Public Offering. The undersigned understands that transfer of or to note stop transfer restrictions on the Underwriters are entering into the Underwriting Agreement stock register and proceeding with the Public Offering in reliance upon this letter agreementother records relating to such shares or other securities. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard . The undersigned hereby submits to the conflict exclusive jurisdiction of laws principles the federal and New York State courts located in The City of New York (and appellate courts thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with any dispute related to this Lock-Up Agreement or any matter contemplated hereby, and irrevocably and unconditionally waives any objection to the offering by Invitae Corporation laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL TERM HEREOF. If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, Name: Each of the undersigned, Xxxxx Xxxxx, President and Chief Executive Officer of Concrete Pumping Holdings, Inc., a Delaware corporation (the “Company”), and Xxxx Xxxxxxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(g) of shares of common stockthat certain Underwriting Agreement, $0.0001 par value per share dated [__], 2019 (the “Common StockUnderwriting Agreement”), of between the Company and UBS Securities LLC, as representative of the lock-up letter dated several Underwriters named therein, 2014 (the “Lock-up Letter”), executed by you in connection with such offeringthat as of [___], and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).2019:
Appears in 1 contract
Samples: Underwriting Agreement (Concrete Pumping Holdings, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price per share for the Shares is, as to each investor, the price paid by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES such investor. Number of Underwritten Shares: 3,600,000 Number of Option Shares: 540,000 Xxxxxxx Xxxxx & Co. LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X. X. Xxxxxx Securities Goldman Xxxxx & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10282 Re: Ormat Technologies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationOrmat Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To the extent that there shall be a sole Underwriter named in Schedule 1 to the Underwriting Agreement, all references to the Representatives and to the Underwriters shall be deemed to refer only to such sole Under-writer, and all corresponding changes in this Letter Agreement (as defined below) from plural to singular shall be deemed to have been made. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby xxxxxx agrees that, without the prior written consent of X. X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 62 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to limited partners, members, shareholders or other equityholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) in connection with the vesting, settlement, or exercise of restricted stock units, stock appreciation rights, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, stock appreciation rights, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement except to the extent a transfer or sale is made to cover the payment of tax withholdings or remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, stock appreciation rights, options, warrants or rights, and provided further that any such restricted stock units, stock appreciation rights, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)) (including, without limitation, the entry into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such Securities in favor of any such transaction); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,; provided’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (v), (vi)(B) and (vii), such transfer shall not involve a disposition for value, (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (Ba)(i), (ii), (iii), (iv), (v), (vi) and (vii), each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (C) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii) and (ix), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If , and (D) in the undersigned is an officer case of any transfer or director distribution pursuant to clause (a) (x), it shall be a condition to such transfer that any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, transfer or distribution shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by The public offering price per share for the Shares is $16.44. Number of Underwritten Shares: 4,562,044 There is no option for the Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES purchase additional Shares. FORM OF LOCK-UP AGREEMENT SVB LEERINK LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities SVB Leerink LLC 000 Xxx Xxxxxxx Xxxxxx Xxx XxxxXxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned undersigned, a stockholder of Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities SVB Leerink LLC on behalf of the Underwriters, the undersigned will not, not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to) during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)) or (4) publicly disclose the intention to do any of the foregoing, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned,, (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus (including the documents incorporated by reference) in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, and (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clause (B) or clauses (C), each donee or distributee (D), (E), (F), (G) and (J), such transfer shall execute and deliver to the Representative not involve a lock-up letter in the form of this paragraphdisposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or through (CJ), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If Further, a transfer of Securities to the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions Company in connection with any contractual arrangement in effect on the date of the Prospectus that provides for the repurchase of the undersigned’s shares by the Company in connection with the termination of the undersigned’s employment or other services with the Company is permitted, provided that no public filing, report or announcement reporting a transfer reduction in beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf Stock shall be voluntarily made and if the undersigned is required to file a report under Section 16 of the Underwriters will notify the Company Exchange Act reporting a reduction in beneficial ownership of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (during the “Shares”).Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services. Additionally, a transfer of Securities 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
Appears in 1 contract
Samples: Underwriting Agreement (Crinetics Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC As Representative 1. The Selling Stockholders are selling 15,000,000 shares of Common Stock of the several Underwriters listed in Schedule 1 Company.
2. The public offering price per share for the shares of Common Stock of the Company shall be as to each investor, the Underwriting Agreement referred to below price paid by such investor. [FORM OF LOCK-UP AGREEMENT] X.X. Xxxxxx Securities LLC BofA Securities, Inc. Barclays Capital Inc. c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative the several underwriters named in Schedule I to the Underwriting Agreement (as defined below) (the “RepresentativeUnderwriters”) of the several Underwriters), propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation R1 RCM Inc. (the “Company”)) and the Selling Stockholder listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockshares of the Common Stock, par value $0.0001 0.01 per share (“Common Stock”), of the Company (such shares to be sold in the Public Offering, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To the extent that there is not more than one Underwriter named in Schedule 1 to the Underwriting Agreement, the term Underwriters shall mean either the singular or plural as the context requires. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the UnderwritersLLC, BofA Securities, Inc. and Barclays Capital Inc., the undersigned will not, and will not cause any direct or indirect affiliate (provided, that any “portfolio company” (as such term is customarily used among institutional investors) of the undersigned, or any entity controlled by any such portfolio company, shall not be considered an affiliate of the undersigned) to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business on the date that is 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, except as those demands or exercises that do not involve any public disclosure or filing during the Restricted Period (provided that the Company shall provide written notice to the Underwriters at least two business days prior to any confidential or non-public submission of Common Stock a registration statement made during the Restricted Period) or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing. The undersigned represents and warrants that the undersigned is not, has not caused or directed any of its affiliates to be or become, and is not aware of any of its affiliates (andprovided, for that any “portfolio company” (as such term is customarily used among institutional investors) of the avoidance undersigned, or any entity controlled by any such portfolio company, shall not be considered an affiliate of doubtthe undersigned) being, currently a party to any agreement or arrangement that is designed to or which reasonably could be expected to lead to or result in any activity prohibited by this Letter Agreement during the Restricted Period. Notwithstanding the foregoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) upon death or by will, testamentary document or intestacy,
(iii) to any member of the undersigned’s immediate family (as defined below), any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of shares 1933, as amended) of Common Stock the undersigned, or to members any investment fund or stockholders other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members, partners, shareholders or other equity holders of the undersigned,; provided
(vi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above,
(vii) by operation of law, that in the case of any transfer or distribution such as pursuant to clause a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(Bviii) or (C), each donee or distributee shall execute and deliver to the Representative Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a locksale of the undersigned’s Lock-up letter Up Securities acquired in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made open market transactions after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in closing date for the Public Offering. If the undersigned is an officer or director of the Company, ,
(ix) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify to the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) vesting, settlement, or exercise of restricted stock units, performance based restricted stock units, shares of common restricted stock, $0.0001 par value per share (the “Common Stock”)options, of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax withholding (including estimated taxes) and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, performance based restricted stock units, shares of restricted stock, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, performance based restricted stock units, shares of restricted stock, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan in effect on the date hereof,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public Offering Price: $34.50 per Share Number of Underwritten Shares: 6,500,000 Number of Option Shares: 975,000 FORM OF LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX AND COMPANY, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Constellation Pharmaceuticals, Inc. — Equity Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationConstellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of its common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. the X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (such period, the “ProspectusRestricted Period”), (1) 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 for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreementtransfers, if any, (B) transfers dispositions or distributions of shares of Common Stock Stock:
(A) acquired in the Public Offering (other than any Company-directed Securities purchased in the Public Offering by an officer or director of the Company) or acquired in open market transactions after the completion of the Public Offering;
(B) (i) by will, other testamentary document or intestate succession or (ii) solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;
(C) (i) as a bona fide gift or giftsgifts or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement), and “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin);
(CD) distributions of shares of Common Stock to members the members, limited or general partners or stockholders of the undersigned,, its direct or indirect affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or other entities controlled or managed by the undersigned; or
(E) to the Company pursuant to agreements under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares upon termination of service of the undersigned; provided, that in the case of any transfer transfer, disposition or distribution pursuant to clause (B), (C) or (CD), each donee donee, distributee, transferee or distributee recipient of shares of Common Stock shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer transfer, disposition or distribution pursuant to clause clauses (BC) or (CD), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above and any required Schedule 13G (or 13G/A) or 13F filing)). If the undersigned is an officer or director of the CompanyFurthermore, the undersigned further agrees that may, without the foregoing provisions shall be equally applicable to any Company-directed consent of X.X. Xxxxxx Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the CompanyLLC and Xxxxxxxxx LLC, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of exercise stock options to purchase shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify Stock and make any related transfer to the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (i) deemed to occur upon the “Shares”).cashless exercise of such stock options or (ii) for the purpose of paying the exercise price of such stock options or for paying taxes (including estimated taxes) due as a result of the exercise of
Appears in 1 contract
Samples: Underwriting Agreement (Constellation Pharmaceuticals Inc)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Public Offering Price: $49.50 per Share Number of Underwritten Shares: 5,050,505 Number of Option Shares: 757,575 X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationAgios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the UnderwritersUnderwriters (the “Representatives”), the undersigned will not, during the period commencing on the date hereof and ending 180 75 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, and (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned,undersigned and (F) the exercise of options to purchase shares of Common Stock granted under a stock incentive plan described in the Prospectus, provided that the underlying Common Stock issued upon such exercise continues to be subject to the restrictions set forth in this Letter Agreement on the terms set forth herein; provided, provided that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B) or ), (C), (D) or (E) each transferee, donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (CE), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock75-up Periodday period referred to above). If For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the undersigned is an officer or director of the Companyrestrictions imposed by this Letter Agreement, the undersigned further agrees that may, without the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director prior written consent of the CompanyRepresentatives, (i) X.X. Xxxxxx Securities LLC transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 75-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that, except as expressly specified in subsection (iv)(2) below, such plan does not provide for any transfers of Common Stock during the 75-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, that, except as expressly specified in subsection (iv)(2) below, no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) transfer or dispose of shares of Common Stock acquired on the open market following the Public Offering, provided that no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on Form 5 made after the expiration of the 75-day period referred to above) and (iv) transfer shares of Common Stock pursuant to sales in the public market undertaken by the undersigned under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (1) such trading plan shall have been in effect prior to the date hereof or (2) no shares are transferred pursuant to such trading plan prior to the 45th day after the date of the Prospectus and the aggregate number of shares transferred in the aggregate by the undersigned pursuant to this clause (iv)(2) and all other shareholders pursuant to the corresponding exception in their letter agreement with the Representatives relating to the offering does not exceed 50,000 shares during the period commencing on the date ending 75 days after the date of the Prospectus and ending at the expiration of the 75-day restricted period, and provided, further, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act. The Representatives, on behalf of the Underwriters agrees agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC the Representatives, on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, Company and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The This Letter Agreement shall automatically terminate and the undersigned shall be released from all obligations under this letter agreement ifLetter Agreement upon the earliest to occur, if any, of: (ia) either the Company, on the one hand, or either the Representatives, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement does Agreement, that they have determined not become effective by September 30to proceed with the Public Offering, 2015; (iib) if termination of the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery the sale of any of the Common Stock Securities to be sold thereunder; or the Underwriters and (iiic) the Company notifies the Representative in writing that it does not intend to proceed registration statement filed with the Commission with respect to the Public OfferingOffering is withdrawn. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) [NAME OF STOCKHOLDER] By: Signature If not signing Name: Title: X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an individual capacity: Name of Authorized Signatory Underwriting Agreement (Printthe “Underwriting Agreement”) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters (the “Representatives”), the undersigned will not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) such period, the “Restricted Period”), (1) 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, $0.0001 par value 0.001 per share par value, of the Company (the “Common Stock”)) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company Securities and the lock-up letter dated , 2014 Exchange Commission (the “Lock-up LetterCommission”) and securities which may be issued upon exercise of a stock option or warrant), executed by you in connection with such offeringor publicly disclose the intention to make any offer, and your request for a [waiver] [release] dated sale, 2015pledge or disposition, with respect to shares of Common Stock (the “Shares”).2) enter into any swap or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Price per Share: $95.00 Number of Underwritten Shares: 1,300,000 Number of Option Shares: 195,000 BOFA SECURITIES, INC. X.X. XXXXXX SECURITIES LLC EVERCORE GROUP L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. BofA Securities, Inc. One Bryant Park New York, New York 10036 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Re: GULFPORT ENERGY CORPORATION --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationIssuer, a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. BofA Securities, Inc., X.X. Xxxxxx Securities LLC and Evercore Group L.L.C. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.0001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”); except for the sale of the shares of Common Stock by the Selling Stockholders to the Company pursuant to the Purchase Agreement, or publicly disclose dated June 20, 2023, between the intention to make any offer, sale, pledge or dispositionCompany and the Selling Stockholders (the “Purchase Agreement”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (andLock-Up Securities, for the avoidance of doubt, provided that the undersigned hereby waives can make such demand for, or exercise any and all notice requirements and rights right with respect to to, the registration of any securities pursuant Lock-Up Securities so long the actions described in clause (1) are not taken during the Restricted Period and no filing is made with the Commission with respect to sale or the registration of such Lock-Up Securities during the Restricted Period, or (4) publicly disclose the intention to do any agreementof the foregoing other than as may be required by Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a result of the consummation of the transactions contemplated by the Underwriting Agreement or the Purchase Agreement. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, understanding however described or otherwisedefined) designed or intended, including any stockholders or registration rights agreement which could reasonably be expected to lead to or similar agreementresult in, to which the undersigned is a party sale or under which the undersigned is entitled to any right disposition or benefit), in each case other than transfer (A) the Securities to be sold whether by the undersigned pursuant to or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the Underwriting Agreementforegoing, if any, the undersigned may:
(Ba) transfers of shares of Common Stock transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided, provided that (A) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and providedLetter Agreement, further, that (B) in the case of any transfer or distribution pursuant to clause (Ba) or (Ci), (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedAct, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If Restricted Period referred to above) and (C) in the undersigned is an officer case of any transfer or director distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None.] X. X. XXXXXX SECURITIES , 2014 Leerink Partners LLC Xxxxx and Company, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities Leerink Partners LLC 000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationZafgen, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock. The foregoing restrictions shall not apply to:
(andA) sales of securities acquired in open market transactions after the date of the Public Offering;
(B) transfers of securities (i) as a bona fide gift or gifts or (ii) by will or intestacy to the legal representative, for heir, beneficiary or a member of the avoidance immediate family of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which in a transaction not involving a disposition for value;
(C) if the undersigned is a party or under which the undersigned is entitled to any right or benefit)an individual, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes;
(D) if the undersigned is a bona fide gift or giftstrust, and (C) distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value;
(E) if the undersigned is a corporation, limited liability company, partnership or stockholders other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members, stockholders, limited partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned in a transaction not involving a disposition for value;
(F) the receipt by the undersigned of shares of Common Stock in connection with the conversion of the outstanding preferred stock of the Company into shares of Common Stock, provided that any such shares of Common Stock received upon such conversion shall be subject to the terms of this agreement (this “Letter Agreement”);
(G) transfers to the Company pursuant to agreements under which the Company has the option to repurchase such shares or securities upon termination of service of the undersigned,; provided;
(H) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options, provided that in the case any such shares of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee Common Stock received upon such exercise shall execute and deliver be subject to the Representative a lock-up letter in the form terms of this paragraphLetter Agreement; and provided, further, or
(I) the establishment of a trading plan that in satisfies the case requirements of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after for the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters provided that there will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or no transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives shares of the undersigned. The undersigned ’s Common Stock during the 180-day period referred to above and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be released from all obligations under this letter agreement if: (i) required, and no such announcement or filing is made voluntarily, by the Underwriting Agreement does not become effective by September 30undersigned, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies or any other person during the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock180-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).day period;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm salesPublic Offering Price: $[ ] [Noneper Share Number of Underwritten Shares: [ ] X. X. Number of Option Shares: [ ] · Testing-the-Waters Presentation dated February 2019. · Testing-the-Waters Presentation dated May 2019. X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC EVERCORE GROUP L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned undersigned, a director, officer or securityholder of Akero Therapeutics, Inc., a Delaware corporation (the “Company”), understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), ) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than than
(A) the Securities Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ,
(B) sales or transfers of shares of Common Stock acquired in open market transactions after the consummation of the Public Offering,
(C) transfers of shares of Common Stock (i) as a bona fide gift or gifts, and (Cii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction ot involving a disposition for value or (iii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement,
(D) if the undersigned is an individual, transfers of shares of Common Stock or any security directly or indirectly convertible into Common Stock in a transaction not involving a disposition for value to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes,
(E) if the undersigned is a trust, distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value,
(F) if the undersigned is a corporation, limited liability company, partnership (whether general, limited or stockholders otherwise) or other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to current or former members, stockholders, limited partners, general partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) in a transaction not involving a disposition for value,
(G) transfers of shares of Common Stock to the Company in connection with the exercise of options, warrants or other rights to acquire Common Stock or any security convertible into or exercisable for Common Stock of the Company by way of net exercise and/or to cover withholding tax obligations in connection with such exercise pursuant to an employee benefit plan, option, warrant or other right disclosed in the prospectus for the Public Offering, provided that any such shares issued upon exercise of such option, warrant or other right shall be subject to the restrictions set forth herein; provided that no public report or filing required to be made under Section 16(a) of the Exchange Act or other public filing, report or announcement shall be required or shall be voluntarily made during the period beginning on the date hereof and continuing to and including the date that is 30 days after the date of the Prospectus (the “30 Day Period”), and after such 30th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that such transfer is pursuant to the circumstances described in this clause (G), and provided, further that no other public announcement shall be made voluntarily in connection with such transfer;
(H) transfers of shares of Common Stock to a bona fide third party pursuant to a merger, consolidation, tender offer or other similar transaction made to all holders of Common Stock and involving a “Change of Control” of the Company after the Public Offering and approved by the Company’s Board of Directors (with “Change of Control” meaning the transfer of the Company’s voting securities in one transaction or a series of related transactions to a person or group of affiliated persons if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)), provided that in the event that such transaction is not completed, the shares of Common Stock held by the undersigned shall remain subject to the restrictions contained in this Letter Agreement, and provided further that in the event any shares of Common Stock not transferred in the Change of Control shall remain subject to the restrictions contained in this Letter Agreement, and provided that in the case of any transfer or distribution pursuant to clause (BC), (D), (E), (F) or (C)G) each donee, each donee transferee, heir, beneficiary or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) ), (C), (D), (E), or (CF), no filing by any party (the undersigned, beneficiary, heir, donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, (“the Exchange Act”) or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 and any required Schedule 13F, 13G or 13G/A, in each case made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If Notwithstanding anything to the contrary contained in this Letter Agreement, the undersigned is an officer or director of the Company, may (i) X.X. Xxxxxx Securities LLC on behalf exercise options or warrants to purchase Common Stock of the Underwriters agrees that, at least three business days before Company (provided that any Common Stock received upon such exercise or exchange will be subject to the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, provided for under this Letter Agreement) and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed any plan designed to be conferred and any obligations satisfy the requirements of Rule 10b5-1 (a “10b5-1 Plan”) under the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement Exchange Act (other than the provisions thereof which survive termination) shall terminate or be terminated prior entry into such a plan in such a manner as to payment for and delivery allow the sale of the Common Stock to within the Restricted Period); provided, however, that no sale of Common Stock may be sold thereunder; made under such 10b5-1 Plan during the Restricted Period, and provided further that no filing by any party under the Exchange Act or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement other public announcement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer required or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you shall be made voluntarily in connection with the offering by Invitae Corporation (the “Company”) establishment of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)plan.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Underwritten Shares: 7,410,000 Option Shares: 1,111,500 Public Offering Price Per Share: $9.50 (other than the Affiliate Shares, which have an offering price per share of: $12.12) None] X. X. XXXXXX SECURITIES LLC . FORM OF LOCK-UP AGREEMENT , 2020 XXXXX XXXXXXX & CO. As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC Xxxxx Xxxxxxx & Co. 000 Xxxxxxx Xxxxxx Xxx Xxxxxxxx Xxxx, XX Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationNantKwest, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Equity Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesEquity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Equity Securities (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) Common Stock acquired in open market transactions following the Public Offering, (C) transfers of shares of Common Stock Equity Securities as a bona fide gift or gifts, (D) the transfer of Equity Securities upon death or by will, testamentary document or intestate succession to a legal representative, heir or beneficiary, (E) the transfer of Equity Securities to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or the immediate family members of the undersigned, (F) the transfer of Equity Securities that occurs by operation of law, such as pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union, (G) transfers or dispositions of the undersigned’s Equity Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or any immediate family member of the undersigned, provided that any such transfer or distribution shall not involve a disposition for value, (H) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of Equity Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, provided that any such transfer shall not involve a disposition for value, and (CI) distributions of shares of Common Stock Equity Securities to members partners, members, stockholders or stockholders trust beneficiaries of the undersigned,, provided that any such distribution shall not involve a disposition for value; provided, that (1) in the case of any transfer or distribution pursuant to clause this paragraph, other than pursuant to clauses (BA) or (CB), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter substantially in the form of this paragraph; and providedletter agreement, further, that (2) in the case of any transfer or distribution pursuant to this paragraph, other than pursuant to clause (B) or (CA), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily during the Lock-up Period, reporting a reduction in beneficial ownership of Equity Securities in connection with such transfer or distribution and, provided further that, in the case of (other than F) above, such transfer may be reported in a public disclosure or filing under the Exchange Act or otherwise that is required to be made during the Lock-up Period as a result of such transfer which includes a statement that such transfer has occurred by operation of law. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may (i) cash exercise an option to purchase Common Stock granted under any equity incentive plan or stock purchase plan of the Company disclosed in the Prospectus, provided that the shares of Common Stock issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a Form 5 made after trading plan pursuant to Rule 10b5-1 under the expiration Exchange Act for the transfer of Equity Securities, provided that (1) there are no sales under such plan during the Lock-up Period and (2) the entry into such plan is not publicly disclosed, including in any filing under the Exchange Act, during the Lock-up Period, (iii) transfer Equity Securities (A) to the Company as forfeitures to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to the Company’s equity incentive plan disclosed in the Prospectus, provided that any shares of Common Stock acquired in connection with such vesting or exercise of equity awards described in this clause (A) shall be subject to the restrictions set forth in this letter agreement, (B) pursuant to a net exercise or cashless exercise by the undersigned of outstanding equity awards pursuant to the Company’s equity incentive plan disclosed in the Prospectus, provided that any shares of Common Stock acquired upon the net exercise or cashless exercise of equity awards described in this clause (B) shall be subject to the restrictions set forth in this letter agreement, (C) pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of common stock or other such securities in connection with such transaction, or vote any common stock or other such securities in favor of any such transaction). If , provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter agreement, or (D) that may be deemed to have occurred as a result of the cash exercise of warrants, provided that any shares of Common Stock issued upon exercise of such warrants shall continue to be subject to the restrictions on transfer set forth in this letter agreement; provided that, in the case of a transfer pursuant to clauses (iii)(A) or (iii)(B) above, if any public disclosure or filing under the Exchange Act by any party to the transfer shall be required during the Lock-up Period, such disclosure or filing shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, (iv) transfer Equity Securities pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act that is existing on the date hereof which has been provided to the Representative or its legal counsel, provided, that, to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding such transfer, such announcement or filing shall include a statement that such transfer is in accordance with an established trading plan pursuant to Rule 10b5-1 under the Exchange Act and (v) if the undersigned is an officer or a director of the Company, sell Equity Securities during the undersigned further agrees that Company’s open trading periods following the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director filing of the Company’s Quarterly Report on Form 10-Q for the period ending June 30, (i) X.X. Xxxxxx 2020 with the Securities LLC on behalf of the Underwriters agrees thatand Exchange Commission in order to satisfy tax payments paid, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound accrued and/or owed by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)director.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will Price per share to the public: $4.50 Number of Shares to be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC sold: 7,777,778 CANTOR XXXXXXXXXX & CO. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative This Lock-Up Agreement is being delivered to you (the “Representative”) of in connection with the several Underwriters, propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporationto be entered into by Verastem, Inc., a Delaware corporation (the “Company”), providing for you and the other underwriters named in Schedule A to the Underwriting Agreement, with respect to the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth ascribed to them in the Underwriting Agreement. In consideration of order to induce you to enter into the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgedUnderwriting Agreement, the undersigned hereby agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 60 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”)Representative, (1i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, any shares or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (includingSection 16 of the Securities Exchange Act of 1934, without limitationas amended, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with and the rules and regulations of the Securities and Exchange Commission and (the “Commission”) promulgated thereunder (the “Exchange Act”) with respect to, any Common Stock or any other securities which may be issued upon exercise of a stock option or warrant)the Company that are substantially similar to Common Stock, or publicly disclose any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the intention to make any offer, sale, pledge or dispositionforegoing, (2ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or such any other securitiessecurities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3iii) make publicly announce an intention to effect any demand for transaction specified in clause (i) or exercise any right with respect (ii). The foregoing sentence shall not apply to (a) the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any offer and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares sale of Common Stock as a bona fide gift or gifts, contemplated by the Underwriting Agreement and (C) distributions the sale of shares of the Common Stock to the Underwriters (as defined in the Underwriting Agreement) in the Offering; (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (d) dispositions to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned and/or the immediate family of the undersigned, provided that such entity agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (e) dispositions by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; (f) distributions to partners, members or stockholders of the undersigned,, provided that each distributee agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement; provided, that (g) the exercise of options to purchase Common Stock outstanding as of the date hereof or granted under equity incentive plans in effect as of the date hereof or described in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver registration statement filed with the Commission with respect to the Representative a lock-up letter in Offering, provided that the form underlying Common Stock continues to be subject to the terms of this paragraph; Lock-Up Agreement and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act reporting a disposition of 1934, as amended, or other public announcement Common Stock to satisfy the exercise price and/or tax withholding obligations shall be required or shall be voluntarily made voluntarily in connection with such transfer exercise; (h) the repurchase of Common Stock by the Company in connection with termination of the undersigned’s employment with the Company; (i) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or distribution (other than a filing on a Form 5 dispositions of Common Stock during the Lock-Up Period and no public announcement or public disclosure of entry into such plan is made after the expiration of or required to be made during the Lock-up Period); or (j) transactions relating to Common Stock acquired in open market transactions after the completion of the Offering, provided that no filing under the Exchange Act reporting a reduction in beneficial ownership of Common Stock by the undersigned shall be required or shall be voluntarily made in connection with such transactions. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may, without the prior written consent of the Representative, dispose of shares of Common Stock so that the Company may retain and withhold from delivery to the undersigned that number of shares of Common Stock having a fair market value equal to the amount the Company has determined is required for satisfaction of any tax withholding obligations pursuant to any restricted stock unit award under any incentive plan of the Company at any time, provided that (w) the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (x) the Company becomes the owner of the disposed shares of Common Stock, (y) (i) no filing by any person under the Exchange Act or other public disclosure of such disposal of shares shall be made other than any required filing by any person under the Exchange Act or other public disclosure required to be made by law or regulation (including, without limitation, any required Section 16 filing) in connection with such disposal of shares and (ii) any such required filing or other public disclosure on a Form 4 titled Statement of Changes in Beneficial Ownership of Securities shall disclose the payment of tax liability by delivering or withholding shares through the applicable transaction code in Column 3 of Table I of such Form 4 and a footnote indicating that the undersigned’s shares of Common Stock are subject to a lock-up agreement with the underwriters of the Offering, and, provided further, that the undersigned has provided the Representative with written notice of such required filing or other public disclosure at least two business days prior to any such filing or other public disclosure, and (z) the aggregate number of shares of Common Stock disposed pursuant to this paragraph by all officers and directors of the Company during the Lock-Up Period who are subject to a lock-up agreement with the underwriters of the Offering shall not exceed $25,000. If the undersigned is an officer or director of the Company, the undersigned further agrees that all of the foregoing provisions shall be equally applicable to any Companyissuer-directed Securities shares of Common Stock that the undersigned may purchase in the Public offering. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. If the The undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters further agrees that, at least three business days before for the effective date Lock-Up Period, the undersigned will not, without the prior written consent of the Representative, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any release or waiver security of the foregoing restrictions in connection with a transfer Company to facilitate the sale or resale of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents authorizes the Company and warrants that its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned has full power and authority is the record holder, and, with respect to enter into shares of Common Stock or other securities subject to this letter agreement. All authority herein conferred or agreed to be conferred and any obligations Lock-Up Agreement of which the undersigned shall be binding upon is the successorsbeneficial owner but not the record holder, assignsthe undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, heirs during the Lock-Up Period, to decline the transfer of or personal representatives of to note stop transfer restrictions on the undersignedstock register and other records relating to such shares or other securities. The undersigned shall be released from all obligations under this letter agreement if: If (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative you in writing that it does not intend to proceed with the Public Offering. The undersigned understands that , (ii) the Underwriters are entering into registration statement filed with the Commission with respect to the Offering is withdrawn, (iii) the Underwriting Agreement and proceeding with does not become effective on or prior to May 31, 2018, or (iv) for any reason the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard terminated prior to the conflict “time of laws principles thereofpurchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Very truly yours, Name (Name) (Address) Each of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name the undersigned, Xxxxxx Xxxxxxxxx, LL.B., President and Chief Executive Officer of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation Verastem, Inc., a Delaware corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), and Xxxxx X. Xxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify in his respective capacity as an officer of the Company and the lock-up letter not as an individual, pursuant to Section 6(h) of that certain Underwriting Agreement dated May 16, 2014 2018 (the “Lock-up LetterUnderwriting Agreement”)) among the Company and, executed by you in connection with such offeringon behalf of the several Underwriters named therein, and your request for a [waiver] [release] dated Cantor Xxxxxxxxxx & Co., 2015that as of May 18, with respect to shares of Common Stock (the “Shares”).2018:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public Offering Price: $44.00 per share Number of Underwritten Shares: 3,977,272 Number of Option Shares: 596,590 X.X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 383 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: AMAG Pharmaceuticals, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationAMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), Stock of the Company (the “Securities”)Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on ending 60 days after the date hereof and ending 180 days of the prospectus (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Stock, $0.01 per share par value, of the Company (the “Common Stock” and together with restricted stock units and options, rights and warrants to purchase Common Stock, the “Securities”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) during the Lock-Up Period, make any demand for or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than Stock. The foregoing paragraph shall not apply to:
(A) the Securities to be sold by the undersigned receipt, exercise, cashless or net exercise, vesting or forfeiture of, or removal or lapse of restrictions on, any stock option, Common Stock issued upon exercise of a stock option, restricted stock or other awards pursuant to any employee benefit plan or agreement in existence as of the Underwriting Agreementdate hereof, if any, (B) transfers so long as such transaction or event does not involve the sale or transfer of any shares of Common Stock (other than from the undersigned to the Company),
(B) forfeitures of Securities to the Company during the Lock-Up Period only to satisfy tax withholding requirements,
(C) transfers of Securities as a bona fide gift or gifts, and ,
(CD) distributions of shares the transfer or sale of Common Stock to members acquired in open market transactions on or stockholders after the date of the undersignedProspectus,; provided, that in
(E) the case of any transfer or distribution sale of Securities by operation of law, such as pursuant to clause (B) a domestic relations order or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer divorce settlement,
(F) transfers of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and immediate family member, trusts for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration direct or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations indirect benefit of the undersigned shall be binding or the immediate family members of the undersigned or any of their successors upon death, or any partnerships or limited liability company, the successors, assigns, heirs partners or personal representatives members of which consist of the undersigned and/or immediate family members of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement , and in each case such transfer does not become effective involve a disposition for value (for purposes of this Letter Agreement, “immediate family” means any relationship by September 30blood, 2015; marriage or adoption, not more remote than first cousin), or
(iiG) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior transfers of Securities to payment for and delivery any beneficiary of the Common Stock undersigned pursuant to be sold thereunder; a will, other testamentary document or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the applicable laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).descent;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Public offering price: $85.00 per share Number of shares: 3,529,411 Option Shares: 529,411 None] . FORM OF LOCK-UP AGREEMENT , 2017 X. X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC XXXXXX XXXXXXX & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Sage Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several UnderwritersUnderwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationSage Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 per share (“Common Stock”)par value, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof and ending 180 days of this letter agreement (the “Lock-up PeriodLetter Agreement”) and ending [•]1 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock. The foregoing restrictions shall not apply to:
(andA) sales of securities acquired in open market transactions after the date of the Public Offering;
(B) transfers of securities (i) as a bona fide gift or gifts or (ii) by will or intestacy to the legal representative, for heir, beneficiary or a member of the avoidance immediate family of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which in a transaction not involving a disposition for value;
(C) if the undersigned is a party or under which the undersigned is entitled to any right or benefit)an individual, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes;
(D) if the undersigned is a bona fide gift or giftstrust, and (C) distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value;
(E) if the undersigned is a corporation, limited liability company, partnership or stockholders other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members, stockholders, limited partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned in a transaction not involving a disposition for value;
(F) transfers to the Company pursuant to agreements under which the Company has the option to repurchase such shares or securities upon termination of service of the undersigned,; provided, provided that in the case of repurchase price for any transfer such shares or distribution pursuant to clause (B) or (C), each donee or distributee securities shall execute and deliver not exceed the original purchase price paid by the undersigned to the Representative a lock-up letter in Company for such shares or securities;
1 Please note we will insert 90 days for officers; 45 days for directors; and there will be no lockup for TRV.
(G) the form receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options, provided that any such shares of Common Stock received upon such exercise shall be subject to the terms of this paragraph; and provided, further, agreement (this “Letter Agreement”);
(H) the establishment of a trading plan that in satisfies the case requirements of any transfer or distribution pursuant to clause Rule 10b5-1 (B) or (C), no filing by any party (donor, donee, transferor or transferee“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution amended (other than a filing on a Form 5 made after the expiration of “Exchange Act”) for the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC provided that there will be no transfer of shares of the undersigned’s Common Stock during the Restricted Period and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person during the Restricted Period; or
(I) sales or transfers of Common Stock made pursuant to a trading plan that satisfies the requirements of Rule 10b5-1 under the Exchange Act that has been entered into by the undersigned prior to the date of this Letter Agreement and provided to the Representatives, provided that no amendments or other modifications are made to such plans and that, to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the Underwriters will notify undersigned or the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to regarding any such officer sales or director transfers, such announcement or filing shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit include a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter statement to the extent and for effect that the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration sale or transfer of the securities described herein, are hereby authorized was made pursuant to decline a trading plan pursuant to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lockRule 10b5-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).1;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will The public offering price per share for the Shares is $14.50. The number of Underwritten Shares purchased by the Underwriters from the Company is 13,800,000 shares. The number of Option Shares to be used sold by the Company at the option of the Underwriters is up to confirm sales] [2,070,000 shares. Written Testing-the-Waters Communications None] X. X. . FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: NMI Holdings, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationNMI Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), of Class A common stock, par value $0.0001 0.01 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, on behalf of the Underwriters, the undersigned will not, and will not cause any controlled affiliate (which shall not be deemed to include the Company or any of its subsidiaries) to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of Class A common stock, $0.0001 par value $0.01 per share share, of the Company (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).) or any securities convertible into or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set Set out key information included in script that will be used by Underwriters to confirm sales] Written Testing-the-Waters Communications [None] X. X. , 20 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.00001 per share (“Common Stock”)par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 days (on, but including, the “Lock-up Period”) 180th day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.00001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or dispositiondisposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters Primary offering shares: 3,650,000 shares at a price to confirm sales] [None] X. X. public of $43.00 per share, and no option to purchase additional shares. • Secondary offering shares: 1,050,000 shares at a price to public of $43.00 per share, and a 30-day option to purchase an additional 705,000 shares. X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: The Advisory Board Company — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationThe Advisory Board Company, a Delaware corporation (the “Company”)) and the Selling Stockholder party thereto, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Restricted Period”) ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 without the prior written consent of the Representatives, on behalf of the Underwriters. The foregoing sentence shall not apply to:
(and, for a) transactions relating to shares of Common Stock acquired in the avoidance Public Offering or in open market transactions after the completion of doubt, the undersigned hereby waives any and all notice requirements and rights Public Offering; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with respect to the registration subsequent sales of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), Common Stock acquired in each case other than such open market transactions;
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (Bb) transfers of shares of Common Stock as a or any security convertible into or exercisable or exchangeable for Common Stock (i) by will or intestacy, (ii) by bona fide gift or gifts(iii) to the spouse, and domestic partner, parent, child or grandchild (Ceach, an “immediate family member”) distributions of shares of Common Stock to members or stockholders of the undersigned,; providedundersigned or to a trust formed for the benefit of one or more immediate family members, provided that in the case of any transfer or distribution pursuant to this clause (B) or (Cb), each transferee or donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter substantially in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (Bii) or and (Ciii), that no filing by any party (donor, donee, transferor or transfereeunder Section 16(a) under of the Securities Exchange Act reporting a reduction in beneficial ownership of 1934, as amended, shares of Common Stock or other public announcement shall be required or shall be voluntarily made voluntarily during the Restricted Period;
(c) the transfer of shares of Common Stock or any securities convertible into or exercisable for Common Stock to the Company upon a vesting event of RSUs or other Company Stock Plan Awards or upon the exercise of Stock Options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such transfer vesting or distribution (other than a filing on a Form 5 made after exercise, provided that the expiration underlying shares of Common Stock continue to be subject to the Lock-up Period). If restrictions set forth in this Letter Agreement; provided, further, that if the undersigned is an officer or director required to file a report under Section 16(a) of the CompanyExchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the term of this Letter Agreement related to such disposition of shares of Common Stock to the Company by the undersigned solely to satisfy tax withholding obligations, the undersigned further agrees shall include a statement in such report to the effect that the foregoing provisions shall be equally applicable filing relates to any Company-directed Securities the satisfaction of tax withholding obligations of the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with such vesting or exercise;
(d) the exercise of Stock Options for cash, provided that the underlying shares of Common Stock continue to be subject to the restrictions set forth in this Letter Agreement;
(e) the establishment of a transfer trading plan pursuant to Rule 10b5-1 under the Exchange Act for the sales of shares of Common Stock, X.X. Xxxxxx Securities LLC provided that (i) such plan does not provide for the sale of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act regarding the establishment of such plan is required of or will be voluntarily made by or on behalf of the Underwriters will notify undersigned or the Company Company, (A) such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the impending release or waiver, Restricted Period and (iiB) the Company has agreed in the Underwriting Agreement to announce the impending release Representatives shall receive notice of such public announcement or waiver by press release through a major news service public filing at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; such public announcement or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).filing;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The number of Underwritten Shares purchased by the Underwriters to confirm sales] [is 17,150,000. The number of Option Shares is 2,572,500. The public offering price per share is $17.50. Written Testing-the-Waters Communications None] X. X. . Form of Lock-Up Agreement January , 2024 XXXXXX XXXXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/x Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationDyne Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby xxxxxx agrees that, without the prior written consent of X. X. Xxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubtforegoing. Notwithstanding the foregoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer or dispose of the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and or for bona fide estate planning purposes,
(Cii) distributions by will, other testamentary document or intestacy,
(iii) to any trust for the direct or indirect benefit of shares of Common Stock to members the undersigned or stockholders the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),; provided
(iv) to a corporation, partnership, limited liability company, trust or other entity of which the undersigned and/or one or more members of the immediate family of the undersigned are, directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution or other transfer to general or limited partners, members or shareholders of, or other holders of equity in, the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or court order,
(viii) to the Company from an employee or other service provider of the Company upon death, disability or termination of employment or service relationship, in each case, of such employee or service provider,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in the Public Offering (other than, in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned such officer or director may purchase in the Public Offering. If the undersigned is an officer ) or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days open market transactions after the publication closing date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard ,
(x) to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you Company in connection with the offering by Invitae Corporation (the “Company”) vesting, settlement, or exercise of shares of common stockrestricted stock units, $0.0001 par value per share (the “Common Stock”)options, of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity award granted under a stock incentive plan or other equity award plan or other arrangement, each such agreement, plan or arrangement which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Public offering price: $15.00 per share Number of Underwritten Shares: 4,566,666 Number of Option Shares: 684,999 None] X. X. . X.X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. XXXXX XXXXXXX & CO. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Re: Imprivata, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationImprivata, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC LLC, on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 75 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than: (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ; (B) transfers of shares of Common Stock as a bona fide gift or gifts, and ; (C) distributions of shares of Common Stock to members members, partners, or stockholders of the undersigned,; provided(D) transfers of shares of Common Stock to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (E) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value; (F) transfers by operation of law, such as pursuant to a domestic relations order or in connection with a divorce settlement; (G) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the transfer of shares of Common Stock or such other securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (H) in connection with the receipt of Common Stock in connection with the vesting or exercise of restricted stock, stock options, warrants or the “net” or “cashless” exercise of stock options or warrants for purposes of exercising such stock options or warrants, including the payment of taxes due as a result of such vesting or exercise, pursuant to an employee benefit plan disclosed in the Prospectus; and (I) any sales or other dispositions of Securities acquired in open market transactions after the consummation of the Public Offering, provided that in the case of any transfer or distribution pursuant to clause clauses (B) or through (CH), each transferee, donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or through (CI), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock75-day period referred to above). The foregoing restrictions shall not apply to the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the 75- day restricted period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company, or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the 75-day restricted period. The lock-up Period)restrictions described herein shall not apply to any sale, transfer or other disposition of shares of Common Stock or any security convertible into Common Stock pursuant to any Plan existing on the date hereof. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The obligations set forth herein shall only become effective once all officers and directors of the Company, and all Selling Stockholders, enter into a substantially similar agreement. The undersigned shall be released from all obligations under this letter agreement if: understands that, if (i) either the Representatives, on behalf of the Underwriters, or the Company, advises the other party in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (ii) the Underwriting Agreement does not become effective by September 30effective, 2015; (iiiii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; , or (iiiiv) if the Company notifies files an application to withdraw, and the Representative in writing that it does not intend Commission consents to proceed the withdrawal of, the registration statement with respect to the Public Offering, then the undersigned shall be released from all obligations under this Letter Agreement. In addition, this Letter Agreement will automatically terminate on September 30, 2015, if the Public Offering has not occurred by such date (provided that the Company may by written notice to the undersigned prior to September 30, 2015 extend such date for a period of up to an additional three months). The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] Annex D , 2013 X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Intrexon Corporation, a Delaware Virginia corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC LLC, on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, no par value per share, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Equity Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesEquity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesEquity Securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Equity Securities, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members general or stockholders limited partners, members, shareholders, affiliates or wholly owned subsidiaries of the undersigned or any investment fund or other entity controlled or managed by the undersigned, (D) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (E) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, and (F) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned,; provided, provided that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (CF), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (CF), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or other public announcement announcement, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock180-up Periodday period referred to above). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of X.X. Xxxxxx Securities LLC, on behalf of the Underwriters, (i) exercise an option to purchase shares of Common Stock granted under any stock-based compensation plan of the Company utilizing any “cashless” or “net-exercise” provision, provided, that the shares of Common Stock issued upon such exercise remain subject to the 180-day restricted period or any extension thereof pursuant to this Letter Agreement, and (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided, that, such plan does not provide for any transfers of Common Stock during the 180-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, in either the case of (i) or (ii) above, that no filing with the United States Securities and Exchange Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC LLC, on behalf of the Underwriters Underwriters, agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC LLC, on behalf of the Underwriters Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC LLC, on behalf of the Underwriters Underwriters, hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: understands that, if (i) the Underwriting Agreement does not become effective by September 30December 31, 2015; 2013, (ii) if the Company informs the undersigned that the Board of Directors for the Company has determined not to proceed with the Public Offering, (iii) the Company files and later withdraws the Registration Statement relating to the Public Offering or (iv) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) , the Company notifies the Representative in writing that it does not intend to proceed with the Public Offeringundersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter Letter Agreement. The undersigned hereby agrees that, to the extent that the terms of this Letter Agreement conflict with or are in any way inconsistent with any (i) registration rights agreement, (ii) market standoff agreement or (iii) other lock-up agreement related to the Equity Securities to which the undersigned and the Company may be a party, this Letter Agreement supersedes such agreements with respect to the Equity Securities. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) [NAME OF SHAREHOLDER] By: Signature If not signing in an individual capacityName: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) Title: [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Intrexon Corporation (the “Company”) of shares of common stock, $0.0001 0.01 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 2013 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 201520 , with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will 1. The Selling Shareholders are selling 5,750,000 ordinary shares.
2. The Selling Shareholders granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 862,500 ordinary shares.
3. The public offering price per share for the Underwritten Shares shall be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES $10.75. RESERVED J.X. Xxxxxx Securities LLC Deutsche Bank Securities Inc. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. J.X. Xxxxxx Securities LLC 000 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Deutsche Bank Securities Inc. 60 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Cision Ltd. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationCision Ltd., a Delaware corporation Cayman Islands exempted company (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockordinary shares, par value $0.0001 per share par value (“Common StockOrdinary Shares”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. J.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including, including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Ordinary Shares, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ; (B) transfers of shares of Common Stock Ordinary Shares as a bona fide gift or gifts, and including a bona fide gift or gifts to a charity or educational institution; (C) distributions of shares Ordinary Shares after the 30th day following the date of Common Stock the Prospectus to members members, partners or stockholders of the undersigned or to the undersigned,’s affiliates or to any investment fund or other entity controlled or managed by, or under common control with, the undersigned; (D) if the undersigned is a natural person, by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family (“immediate family” shall mean any relationship by blood, marriage or adoption not more remote than the first cousin); (E) solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that each such transferee executes an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this agreement; (F) if acquired by the undersigned in the open market; (G) pursuant to the exercise of options to purchase Ordinary Shares pursuant to stock option or incentive plans disclosed in the Prospectus, provided that any such Ordinary Shares received upon such exercise shall be subject to the terms of this agreement; (H) to the Company (i) pursuant to the exercise, on a “cashless” or “net exercise” basis, of any option to purchase Ordinary Shares granted by the Company pursuant to stock option or incentive plans described in the Prospectus or (ii) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Ordinary Shares granted by the Company pursuant to stock option or incentive plans described in the Prospectus; and (I) any transfer after the completion of the Public Offering pursuant to a bona-fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Ordinary Shares involving a Change of Control (as defined below) of the Company, provided that in the event that the Change of Control is not consummated, such Ordinary Shares shall remain subject to the terms of this agreement; provided, that in the case of any transfer or distribution pursuant to clause (B) ), (C), (D), or (CE), each donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphletter; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B), (D), (E) or (CF), no filing reporting a reduction in beneficial ownership of Ordinary Shares by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above) and any filing made shall clearly indicate in the footnotes thereto the nature and conditions of such transfer; and provided, further, that in the case of any transfer or distribution pursuant to clauses (C). If the undersigned is an officer , (G) or director (H), no filing under Section 16(a) of the Company, the undersigned further agrees that the foregoing provisions Exchange Act or other public announcement shall be equally applicable made voluntarily, or if disclosure is required pursuant to Section 16(a) of the Exchange Act, any Company-directed Securities the undersigned may purchase filing made shall clearly indicate in the Public Offering. If footnotes thereto the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, nature and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date conditions of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Cision Ltd.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Public offering price per Share: $55.00 Number of Underwritten Shares purchased from the Underwriters: 6,750,000 Number of Option Shares: 1,012,500 FORM OF LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC Barclays Capital Inc. RBC Capital Markets, LLC UBS Securities LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationSJW Group, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (such period, the “ProspectusRestricted Period”), (1) 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, par value $0.001 per share, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or gifts, and ;
(CB) distributions of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to (i) the legal representative, heir, beneficiary or a member of the immediate family of the undersigned (for purpose of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin), (ii) any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned and/or charitable organizations or (iii) a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity;
(C) transfers by will or intestate succession to the undersigned’s family or to a trust, the beneficiaries of which are exclusively the undersigned or members or stockholders of the undersigned,’s family;
(D) the exercise or vesting, including net withholding of shares, of any equity awards pursuant to the Company’s equity plans; providedprovided that such restrictions shall apply to any of the undersigned’s Common Stock or other securities issued upon such exercise;
(E) any transfers of the undersigned’s Common Stock or other securities to the Company (a) in full or partial payment of taxes or tax withholding obligations required to be paid or satisfied upon the settlement, vesting or exercise of any equity award granted by the Company or (b) in exercise of the Company’s right to repurchase or reacquire the undersigned’s Common Stock or other securities pursuant to agreements that permit the Company to repurchase or reacquire the undersigned’s Common Stock or other securities upon termination of services to the Company;
(F) any conversion of restricted stock units into shares of Common Stock as provided in the case applicable restricted stock unit issuance agreement; provided that any so converted shares of Common Stock shall be subject to the restrictions set forth in this Letter Agreement; and
(G) the establishment of any transfer contract, instruction or distribution pursuant to clause plan (Ba “Plan”) or (C), each donee or distributee shall execute and deliver to that satisfies all of the Representative a lockrequirements of Rule 10b5-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) 1 under the Securities Exchange Act Act; provided that no sales of 1934, as amended, the undersigned’s Common Stock or other public announcement shall be required or securities shall be made voluntarily in connection with pursuant to such transfer or distribution (other than a filing on a Form 5 made after Plan prior to the expiration of the Lock-up Restricted Period). If the undersigned is an officer or director , and such a Plan may only be established if no public announcement of the Companyestablishment or existence thereof and no filing with the Securities and Exchange Commission by the undersigned, the undersigned further agrees that the foregoing provisions Company or any other person, shall be equally applicable required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director expiration of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).Restricted Period;
Appears in 1 contract
Samples: Underwriting Agreement (SJW Group)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by The public offering price per share for the Shares is $22.22. Number of Underwritten Shares: 5,625,563. There is no option for the Underwriters to confirm sales] [None] X. X. XXXXXX purchase additional shares. SVB SECURITIES LLC EVERCORE GROUP L.L.C. CANTOR XXXXXXXXXX & CO. As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx SVB Securities LLC 000 Xxxxxxx 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Cantor Xxxxxxxxxx & Co. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Crinetics Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned undersigned, a director or officer of Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as representative (the “Representative”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx SVB Securities LLC and Evercore Group L.L.C. on behalf of the Underwriters, the undersigned will not, not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to) during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)) or (4) publicly disclose the intention to do any of the foregoing, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned,; , (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus (including the documents incorporated by reference) in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, and (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned; provided that in the case of any transfer or distribution pursuant to clause clauses (B) or ), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clauses (C), (D), (E), (F), (G) and (J), such transfer shall not involve a disposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or through (CJ), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable Restricted Period referred to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”above).
Appears in 1 contract
Samples: Underwriting Agreement (Crinetics Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. Public offering price: $[set out key information included in script that will be used by Underwriters to confirm sales—] per share Number of shares: [None—] X. X. XXXXXX Option Shares: [—] None , 2015 XXXXXXX, XXXXX & CO. DEUTSCHE BANK SECURITIES LLC INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Goldman, Sachs & Co. 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 c/o Deutsche Bank Securities LLC 000 Xxxxxxx Xxxxxx Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Re: CyberArk Software Ltd.—Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationCyberArk Software Ltd., a Delaware corporation company organized under the laws of the State of Israel (the “Company”), and the Selling Shareholders, if any, to be listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), ) of common stock, par value $0.0001 per share (“Common Stock”), ordinary shares of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives, on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “ProspectusProspectus”)(such period, the “Restricted Period”), (1) 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 ordinary shares, par value NIS 0.01 per share, of Common Stock the Company (the “Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including, including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (such securities, collectively, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common Stock (andOrdinary Shares without the prior written consent of the Representatives, for on behalf of the avoidance of doubtUnderwriters, the undersigned hereby waives any and all notice requirements and rights except, solely with respect to the registration of any securities pursuant this clause (3), as will not require a public filing or other public disclosure to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, be made in connection therewith during 90-day period referred to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)above, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) the exercise of warrants or the conversion of convertible securities, or the exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof or the date of the Underwriting Agreement; provided, that the restrictions of this letter shall apply to any Lock-Up Securities issued upon such exercise or conversion;
(C) transfers of shares of Common Stock Lock-Up Securities as a bona fide gift or gifts;
(D) transfers of Lock-Up Securities by the undersigned to its affiliates or to any investment fund or other entity controlled or managed by the undersigned;
(E) if the undersigned is a partnership, and (C) limited liability company or a corporation, distributions or transfers of shares of Common Stock Lock-Up Securities to partners, members or stockholders shareholders of the undersigned,; provided;
(F) transfers of Lock-Up Securities to any immediate family member of the undersigned or a trust, that partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family member” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);
(G) if the undersigned is an individual, dispositions solely in connection with the “cashless” exercise of stock options (the term “cashless” exercise being intended to mean the sale or disposition of a portion of the option shares or previously owned shares to the Company to cover payment of the exercise price) for the purpose of exercising such stock options solely in the case of termination of employment or board service following death, disability or other than for cause (including sales in respect of tax liabilities arising from such exercise and sale) if such stock options would otherwise expire, provided that any Ordinary Shares received upon such exercise shall be subject to all of the restrictions set forth in this Lock-Up Agreement; and
(H) the transfer of Ordinary Shares or distribution other securities acquired in open market transactions after the completion of the Public Offering; and
(I) following execution of the Underwriting Agreement, pursuant to clause (B) or (C)a bona fide third-party tender offer, each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and providedmerger, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, consolidation or other public announcement shall be required or shall be similar transaction made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration to all holders of the Lock-up Period). If the undersigned is an officer or director Company’s capital stock involving a change of control (as defined below) of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Securities held by the undersigned further agrees that shall remain subject to the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”)Up Agreement;
(J) to any corporation, executed by you partnership, limited liability company or other entity with whom the transferor shares in connection with such offeringcommon an investment manager or advisor, and your request for a [waiver] [release] dated , 2015, in each case who has investment discretionary authority with respect to shares the transferor’s and such other entity’s investments pursuant to an investment management, investment advisory or similar agreement; or
(K) pursuant to an order of Common Stock (the “Shares”)a court or regulatory agency.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public Offering Price: $26.00 per Share Number of Underwritten Shares: 7,692,308 Number of Option Shares: 1,153,846 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC XXXXXXXXX LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Akero Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned undersigned, a director, officer or securityholder of Akero Therapeutics, Inc., a Delaware corporation (the “Company”), understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), ) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)) or (4) publicly disclose the intention to do any of the foregoing, in each case other than than:
(A) the Securities Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ,
(B) sales or transfers of shares of Common Stock acquired in open market transactions after the consummation of the Public Offering,
(C) transfers of shares of Common Stock (i) as a bona fide gift or gifts, and (Cii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction involving a disposition for value or (iii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement,
(D) if the undersigned is an individual, transfers of shares of Common Stock or any security directly or indirectly convertible into Common Stock in a transaction not involving a disposition for value to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes,
(E) if the undersigned is a trust, distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value,
(F) if the undersigned is a corporation, limited liability company, partnership (whether general, limited or stockholders otherwise) or other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to current or former members, stockholders, limited partners, general partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) in a transaction not involving a disposition for value,
(G) transfers of shares of Common Stock to the Company in connection with the exercise of options, warrants or other rights to acquire Common Stock or any security convertible into or exercisable for Common Stock of the Company by way of net exercise and/or to cover withholding tax obligations in connection with such exercise pursuant to an employee benefit plan, option, warrant or other right disclosed in the Prospectus, provided that any such shares issued upon exercise of such option, warrant or other right shall be subject to the restrictions set forth herein; provided that no public report or filing required to be made under Section 16(a) of the Exchange Act or other public filing, report or announcement shall be required or shall be voluntarily made during the period beginning on the date hereof and continuing to and including the date that is 30 days after the date of the Prospectus (the “30 Day Period”), and after such 30th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that such transfer is pursuant to the circumstances described in this clause (G), and provided, further that no other public announcement shall be made voluntarily in connection with such transfer; and
(H) transfers of shares of Common Stock to a bona fide third party pursuant to a merger, consolidation, tender offer or other similar transaction made to all holders of Common Stock and involving a “Change of Control” of the Company after the Public Offering and approved by the Company’s Board of Directors (with “Change of Control” meaning the transfer of the Company’s voting securities in one transaction or a series of related transactions to a person or group of affiliated persons if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)), provided that in the event that such transaction is not completed, the shares of Common Stock held by the undersigned shall remain subject to the restrictions contained in this Letter Agreement, and provided further that in the event any shares of Common Stock not transferred in the Change of Control shall remain subject to the restrictions contained in this Letter Agreement, provided that in the case of any transfer or distribution pursuant to clause (BC), (D), (E), (F) or (C)G) each donee, each donee transferee, heir, beneficiary or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) ), (C), (D), (E), or (CF), no filing by any party (the undersigned, beneficiary, heir, donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, (“the Exchange Act”) or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 and any required Schedule 13F, 13G or 13G/A, in each case made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the The undersigned is an officer or director of the Company, the undersigned further acknowledges and agrees that the foregoing provisions shall precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be equally applicable expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any Company-directed Securities other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, in cash or otherwise. Notwithstanding anything to the contrary contained in this Letter Agreement, the undersigned may (i) exercise options or warrants to purchase Common Stock of the Company pursuant to employee benefit plans or arrangements disclosed in the Public Offering. If Prospectus (provided that (a) any Common Stock received upon such exercise or exchange will be subject to the restrictions provided for under this Letter Agreement and (b) if the undersigned is an officer or director required to file a report under Section 16(a) of the CompanyExchange Act during the Restricted Period, (ithe undersigned shall clearly indicate in the footnotes thereto that such transfer is pursuant to the circumstances described in this clause) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed any plan designed to be conferred and any obligations satisfy the requirements of Rule 10b5-1 (a “10b5-1 Plan”) under the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement Exchange Act (other than the provisions thereof which survive termination) shall terminate or be terminated prior entry into such a plan in such a manner as to payment for and delivery allow the sale of the Common Stock to within the Restricted Period); provided, however, that no sale of Common Stock may be sold thereunder; made under such 10b5-1 Plan during the Restricted Period, and provided further that no filing by any party under the Exchange Act or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement other public announcement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer required or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you shall be made voluntarily in connection with the offering by Invitae Corporation (the “Company”) establishment of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)plan.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will Number of Underwritten Shares to be used sold by the Selling Shareholder: 19,500,000 Number of Option Shares to be sold by the Selling Shareholder: 2,925,000 Price per Share to Public (include accrued dividends, if any): $22.00 Price per Share to the Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES – total: $21.12 X.X. Xxxxxx Securities LLC Barclays Capital Inc. Xxxxxx Xxxxxxx & Co. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 and c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationTronox Limited, a Delaware an Australian corporation (the “Company”) and Exxaro Resources Limited (the “Selling Shareholder”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), Class A Ordinary Shares of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 ninety (90) days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Class A Ordinary Shares of Common Stock the Company or any Class B Ordinary Shares of the Company (collectively the “Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including, including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock share option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).registration
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set Set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Eloqua, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationEloqua, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), ) of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Stock, $0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for without the avoidance prior written consent of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Representatives, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or other securities of the Company as a bona fide gift or gifts, and (C) transfers of shares of Common Stock or other securities of the Company to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (D) transfers of shares of Common Stock or other securities of the Company by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value, (E) the exercise, including by “net” exercise, of any options or warrants to acquire shares of Common Stock or the conversion of any convertible security into Common Stock, (F) the sale or transfer to the Company of such number of shares of Common Stock acquired by the undersigned in connection with the exercise of options or warrants on a “net” exercise basis described in the foregoing clause (E) necessary to generate only such amount of cash needed for the payment of taxes (including estimated taxes) due as a result of the exercise of such options or warrant, (G) transfers or distributions of shares of Common Stock to members members, limited partners, stockholders or stockholders affiliates of, or any investment fund or other entity that controls or manages, the undersigned, provided that the transfer or distribution shall not involve a disposition for value, and (H) transactions relating to shares of Common Stock or any security convertible into Common Stock acquired in open market transactions after the completion of the undersigned,Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be made during the 180-day period referred to above (and any extension thereof as provided herein) in connection with subsequent sales of Common Stock or any security convertible into Common Stock acquired in such open market transactions; provided, provided that in the case of any transfer or distribution pursuant to clause (B) ), (C), (D), or (CG), each donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D) or (CG), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock180-up Periodday period referred to above). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. The foregoing restrictions shall not apply to the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the 180-day restricted period (and any extension thereof as provided herein), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the 180-day restricted period (and any extension thereof as provided herein). If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. on behalf of the Underwriters agrees agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc. on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day 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 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: Notwithstanding anything to the contrary contained herein, if (ia) the Underwriting Agreement does not become effective by September 30October 31, 2015; 2012, or (iib) if after becoming effective, the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) , then the Company notifies the Representative in writing that it does not intend to proceed with the Public Offeringundersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) [NAME OF STOCKHOLDER] By: Signature If not signing in an individual capacityName: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) Title: [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation Eloqua, Inc. (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 2012 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 201520 , with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public Offering Price: $29.00 per Share Number of Underwritten Shares: 11,000,000 Number of Option Shares: 1,650,000 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC XXXXXXXXX LLC EVERCORE GROUP L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/x Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Re: Akero Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned undersigned, a director, officer or securityholder of Akero Therapeutics, Inc., a Delaware corporation (the “Company”), understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), ) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)) or (4) publicly disclose the intention to do any of the foregoing, in each case other than than:
(A) the Securities Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ,
(B) sales or transfers of shares of Common Stock acquired in open market transactions after the consummation of the Public Offering,
(C) transfers of shares of Common Stock (i) as a bona fide gift or gifts, and (Cii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction involving a disposition for value or (iii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement,
(D) if the undersigned is an individual, transfers of shares of Common Stock or any security directly or indirectly convertible into Common Stock in a transaction not involving a disposition for value to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes,
(E) if the undersigned is a trust, distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value,
(F) if the undersigned is a corporation, limited liability company, partnership (whether general, limited or stockholders otherwise) or other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to current or former members, stockholders, limited partners, general partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) in a transaction not involving a disposition for value,
(G) transfers of shares of Common Stock to the Company in connection with the exercise of options, warrants or other rights to acquire Common Stock or any security convertible into or exercisable for Common Stock of the Company by way of net exercise and/or to cover withholding tax obligations in connection with such exercise pursuant to an employee benefit plan, option, warrant or other right disclosed in the Prospectus, provided that any such shares issued upon exercise of such option, warrant or other right shall be subject to the restrictions set forth herein; provided that no public report or filing required to be made under Section 16(a) of the Exchange Act or other public filing, report or announcement shall be required or shall be voluntarily made during the period beginning on the date hereof and continuing to and including the date that is 30 days after the date of the Prospectus (the “30 Day Period”), and after such 30th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that such transfer is pursuant to the circumstances described in this clause (G), and provided, further that no other public announcement shall be made voluntarily in connection with such transfer;
(H) transfers of shares of Common Stock to a bona fide third party pursuant to a merger, consolidation, tender offer or other similar transaction made to all holders of Common Stock and involving a “Change of Control” of the Company after the Public Offering and approved by the Company’s Board of Directors (with “Change of Control” meaning the transfer of the Company’s voting securities in one transaction or a series of related transactions to a person or group of affiliated persons if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)), provided that in the event that such transaction is not completed, the shares of Common Stock held by the undersigned shall remain subject to the restrictions contained in this Letter Agreement, and provided further that in the event any shares of Common Stock not transferred in the Change of Control shall remain subject to the restrictions contained in this Letter Agreement, [and]
(I) [the transfer of shares of Common Stock under a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Trading Plan”) that is existing on the date hereof which has been provided to the Representatives or its legal counsel; provided, that, to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding such transfer, such announcement or filing shall include a statement that such transfer is in accordance with an established Trading Plan;]1 provided that in the case of any transfer or distribution pursuant to clause (BC), (D), (E), (F) or (C)G) each donee, each donee transferee, heir, beneficiary or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) ), (C), (D), (E), or (CF), no filing by any party (the undersigned, beneficiary, heir, donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, (“the Exchange Act”) or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 and any required Schedule 13F, 13G or 13G/A, in each case made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the .
1 [ NTD: To insert only for those individuals with trading plans in place.] The undersigned is an officer or director of the Company, the undersigned further acknowledges and agrees that the foregoing provisions shall precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be equally applicable expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any Company-directed Securities other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, in cash or otherwise. Notwithstanding anything to the contrary contained in this Letter Agreement, the undersigned may (i) exercise options or warrants to purchase Common Stock of the Company pursuant to employee benefit plans or arrangements disclosed in the Public Offering. If Prospectus (provided that (a) any Common Stock received upon such exercise or exchange will be subject to the restrictions provided for under this Letter Agreement and (b) if the undersigned is an officer or director required to file a report under Section 16(a) of the CompanyExchange Act during the Restricted Period, (ithe undersigned shall clearly indicate in the footnotes thereto that such transfer is pursuant to the circumstances described in this clause) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed any plan designed to be conferred and any obligations satisfy the requirements of Rule 10b5-1 (a “10b5-1 Plan”) under the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement Exchange Act (other than the provisions thereof which survive termination) shall terminate or be terminated prior entry into such a plan in such a manner as to payment for and delivery allow the sale of the Common Stock to within the Restricted Period); provided, however, that no sale of Common Stock may be sold thereunder; made under such 10b5-1 Plan during the Restricted Period, and provided further that no filing by any party under the Exchange Act or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement other public announcement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you made voluntarily in connection with establishment of such plan and any required public disclosure of such plan (which the offering parties acknowledge is required by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and under the lock-up letter dated , 2014 (Exchange Act) includes or refers to the “Lock-up Letter”), executed by you restrictions set forth in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)this Letter Agreement.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Public Offering Price: $34.00 Number of Underwritten Shares: 2,694,365 Number of Option Shares: 404,154 Written Testing-the-Waters Communications None] X. X. . None. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC BofA SECURITIES, INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Cardlytics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationCardlytics, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 75 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.0001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make undertake any offer, sale, pledge or dispositionof the foregoing, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (andStock. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the avoidance of doubtundersigned. Notwithstanding the foregoing, and subject to the applicable conditions below, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of may transfer Common Stock as without the prior written consent of X.X. Xxxxxx Securities LLC and BofA Securities, Inc.: (ww) provided that (1) X.X. Xxxxxx Securities LLC and BofA Securities, Inc. receive a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a signed lock-up letter in agreement for the form balance of this paragraph; and providedthe Restricted Period from each donee, furthertrustee, that in distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) any such transfer is not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Restricted Period:
1. as a bona fide gift or gifts or for bona fide estate planning purposes; or
2. by will or intestate succession upon the death of the undersigned, including to the transferee’s nominee or custodian; or
3. to any trust or other public announcement shall be required entity for the direct or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration indirect benefit of the Lock-up Period). If undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or if the undersigned is an officer or director of the Companya trust, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations beneficiary of the undersigned shall be binding upon the successors(including such beneficiary’s estate); or
4. as a distribution to limited partners, assignsgeneral partners, heirs limited liability company members, stockholders or personal representatives other equity holders of the undersigned; or
5. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer undersigned’s affiliates or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with any investment fund or other entity controlled or managed by the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).undersigned; or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Underwritten Shares: 5,750,000 shares Option Shares: 862,500 shares Public Offering Price: $17.25 per share Investor Presentation dated November 2024 J.X. Xxxxxx Securities LLC Wxxxxxx Xxxxx & Company, L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below (as defined below) c/o X. X. J.X. Xxxxxx Securities LLC 000 300 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Wxxxxxx Xxxxx & Company, L.L.C. The Wxxxxxx Xxxxx Building 100 Xxxxx Xxxxxxxxx Xxxxx Chicago, Illinois 60606 Re: Grid Dynamics Holdings, Inc. -- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) of the several Underwriters), propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationGrid Dynamics Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.0001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the UnderwritersRepresentatives, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering Prospectus (such period, the “ProspectusRestricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, performance units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, performance units, options, warrants or rights (including any transfers as forfeitures to members or stockholders satisfy tax withholding obligations of the undersigned,), provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, performance units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); providedprovided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and providedLetter Agreement, further, that (B) in the case of any transfer or distribution pursuant to clause (Ba) or (Ci), (ii), (iii), (iv), (v), (vi) and (ix), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii). If the undersigned is an officer , (viii) and (x) it shall be a condition to such transfer that no public filing, report or director announcement shall be voluntarily made and if any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Samples: Underwriting Agreement (Grid Dynamics Holdings, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Firm Shares: [ — ] Price per share: $[ — ] The Underwriters have an option to confirm salespurchase up to [ — ] [None] X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Option Shares AUSPEX PHARMACEUTICALS, INC. 0000 Xxxxx Xxxxxx Xxxxx Court, Suite 225 La Jolla, CA 92037 XXXXXX, XXXXXXXX & COMPANY, INCORPORATED BMO CAPITAL MARKETS CORP. c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx & Company, Incorporated Xxx XxxxXxxxxxxxxx Xxxxxx, XX 00000 Suite 3700 San Francisco, CA 94104 Ladies and Gentlemen: The undersigned understands that you, as representative (refers to the “Representative”) of the several Underwriters, propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporationamong Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by and the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement therein (the “Underwriters”), for whom Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and BMO Capital Markets Corp. (“BMO” and together with Stifel, the “Representatives”) are acting as representatives. As an inducement to the Representatives to execute the Underwriting Agreement on behalf of the Underwriters in connection with the proposed public offering of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement pursuant to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgeda Registration Statement on Form S-1, the undersigned hereby agrees that, without that from the prior written consent of X. X. Xxxxxx Securities LLC date hereof and until 90 days after the public offering date set forth on behalf of the Underwritersfinal prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such period being referred to herein as the “Lock-Up Period”), the undersigned will notnot (and will cause any spouse, during domestic partner or immediate family member of the period commencing on spouse, domestic partner or the date hereof undersigned living in the undersigned’s household, any partnership, corporation, limited liability company or other entity within the undersigned’s control, and ending 180 days any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse, domestic partner or immediate family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “ProspectusExchange Act”), (1) lendgrant any option, offerright or warrant for the sale of, pledge, sell, purchase any option or contract to sell, sell any option or contract to purchase, purchase any option or contract to sellotherwise encumber, dispose of or transfer, or grant any option, right or warrant to purchase, or otherwise transfer or dispose ofrights with respect to, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any shares of Common Stock (includingStock, without limitation, Common Stock or such other securities enter into a transaction which may be deemed to be beneficially owned by would have the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)same effect, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap swap, hedge or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise otherwise, or (3) publicly disclose the intention to make any demand for such offer, sale, pledge or exercise disposition, or to enter into any right with respect to the registration of any shares of Common Stock such transaction, swap, hedge or any security convertible into or exercisable or exchangeable for Common Stock (andother arrangement, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)without, in each case other than (A) case, the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers prior written consent of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders each of the undersigned,; providedRepresentatives, that which consent may be withheld in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form either Representative’s sole discretion. For purposes of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).Agreement,
Appears in 1 contract
Samples: Underwriting Agreement (Auspex Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used 5,000,000 shares offered by Underwriters the Company • Price to confirm sales] [None] the public of $8.25 per share , 2017 X. X. XXXXXX SECURITIES Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated BMO Capital Markets Corp. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: SHILOH INDUSTRIES, INC. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationShiloh Industries, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockshares (the “Securities”) of Common Stock, par value $0.0001 0.01 per share (“Common Stock”)par value, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively, “Common Stock Rights”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) above or this clause (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Right, in each case other than than:
(Aa) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(Bb) transfers of shares of Common Stock or Common Stock Rights (i) as a bona fide gift gift; (ii) by the undersigned to an immediate family member (defined as any relation by blood, marriage, domestic partnership or giftsadoption, not more remote than first cousin) of the undersigned (an “Immediate Family Member”) or to any trust for the direct or indirect benefit of the undersigned or an Immediate Family Member; (iii) by will or under the laws of descent to an Immediate Family Member, to any trust for the direct or indirect benefit of an Immediate Family Member, or to any legal representative by way of intestate succession; (iv) by way of distributions or contributions to or with any partnership, corporation or limited liability company controlled by the undersigned or by any Immediate Family Member; (v) that occur by operation of law pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union; provided that, in the case of any public disclosure or filing under the Securities and Exchange Act of 1934, as amended (Cthe “Exchange Act”), or otherwise that is required to be made during the Restricted Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; or (vi) distributions if the undersigned is a non-natural person, to affiliates (as defined in Rule 405 promulgated by the SEC under the Securities Act of 1933, as amended), trust beneficiaries, limited partners, general partners, members or shareholders, as applicable;
(c) the exercise of options or other rights to acquire shares of Common Stock in accordance with their terms; provided that any such shares issued upon exercise, exchange or conversion of such Common Stock Rights shall continue to be subject to the restrictions set forth herein;
(d) transfers or sales of shares of Common Stock or Common Stock Rights to the Company pursuant to agreements under which the Company, (i) upon termination of employment of the undersigned, has the option to repurchase such shares of Common Stock or Common Stock Rights, (ii) is required to repurchase such shares of Common Stock or Common Stock Rights or (iii) has a right of first refusal with respect to transfers of such shares of Common Stock or Common Stock Rights upon termination of service of the undersigned;
(e) transfers of shares of Common Stock to members the Company (A) upon the exercise of options to purchase shares of Common Stock or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver related to the Representative vesting of securities of the Company, in each case on a lock-up letter in “cashless” or “net exercise” basis and/or to cover tax withholding obligations of the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily undersigned in connection with such transfer exercise or distribution vesting; or
(other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (if) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer transfers of shares of Common StockStock or Common Stock Rights pursuant to a bona fide third party tender offer, X.X. Xxxxxx Securities LLC on behalf merger, consolidation or other similar transaction made to all holders of Common Stock involving a change of control of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed Company; provided that in the Underwriting Agreement to announce event that the impending release tender offer, merger, consolidation or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any other such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will transaction is not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoingcompleted, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (or Common Stock Rights owned by the “Shares”).undersigned shall remain subject to the restrictions contained in this letter agreement;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Public offering price: $[set out key information included in script that will be used by Underwriters to confirm sales—] per share Number of shares: [None—] X. X. XXXXXX SECURITIES Option Shares: [—] Leerink Partners LLC Xxxxx and Company, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities Leerink Partners LLC 000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationZafgen, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities Leerink Partners LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 60 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock. The foregoing restrictions shall not apply to:
(andA) sales of securities acquired in open market transactions after the date of the Public Offering;
(B) transfers of securities (i) as a bona fide gift or gifts or (ii) by will or intestacy to the legal representative, for heir, beneficiary or a member of the avoidance immediate family of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which in a transaction not involving a disposition for value;
(C) if the undersigned is a party or under which the undersigned is entitled to any right or benefit)an individual, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes;
(D) if the undersigned is a bona fide gift or giftstrust, and (C) distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value;
(E) if the undersigned is a corporation, limited liability company, partnership or stockholders other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members, stockholders, limited partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned in a transaction not involving a disposition for value;
(F) transfers to the Company pursuant to agreements under which the Company has the option to repurchase such shares or securities upon termination of service of the undersigned,; provided;
(G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options, provided that in the case any such shares of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee Common Stock received upon such exercise shall execute and deliver be subject to the Representative a lock-up letter in the form terms of this paragraphLetter Agreement; and provided, further, or
(H) the establishment of a trading plan that in satisfies the case requirements of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after for the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters provided that there will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or no transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives shares of the undersigned. The undersigned ’s Common Stock during the 90-day period referred to above and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be released from all obligations under this letter agreement if: (i) required, and no such announcement or filing is made voluntarily, by the Underwriting Agreement does not become effective by September 30undersigned, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies or any other person during the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock60-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).day period;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters Number of Underwritten Shares: 250,000 Number of Option Shares: 37,500 Price to confirm sales] [None] X. X. public: $1,700.00 per share X.X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Cable One, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationCable One, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.01 par value $0.0001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.01 par value per share, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) [Reserved],
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of stock appreciation rights, restricted stock, restricted stock units, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such stock appreciation rights, restricted stock, restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such stock appreciation rights, restricted stock, restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in (or in a document incorporated by reference into) the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided, provided that (A) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that (B) in the case of any transfer or distribution pursuant to clause (Ba) or (Ci), (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If ; and (C) in the undersigned is an officer case of any transfer or director distribution pursuant to clause (a)(vi) and (viii), it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated conditions of such transfer; provided that, 2015in the case of the exercise of any stock appreciation rights pursuant to clause (a)(x), any filing on Form 4 required to be made in connection with respect such exercise shall clearly indicate in the footnotes thereto that such Form 4 filing relates solely to the acquisition of shares of Common Stock (the “Shares”).as a result of such exercise and not to any disposition of such shares;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price per share for the Shares is $11.50. The number of Underwritten Shares purchased by the Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES is 11,000,000. The number of Option Shares is 1,650,000. FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT XXXXX AND COMPANY, LLC XXXXX FARGO SECURITIES, LLC BARCLAYS CAPITAL INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Securities Xxx Xxxx, Xxx Xxxx 00000 c/o Wells Fargo Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationSangamo Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.01 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 45 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “ProspectusLock-Up Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (such shares or securities, the “Beneficially Owned Shares”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (Ba) transfers of shares of Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or gifts, and (Cii) distributions to any trust for the direct or indirect benefit of shares of Common Stock to members the undersigned or stockholders the immediate family of the undersigned,; provided, (iii) to any “affiliate” (as that term is defined in Rule 405 under the case Securities Act of any transfer 1933, as amended) of the undersigned or distribution (iv) by will or intestacy to the undersigned’s legal representative, heir or legatee;
(b) pursuant to clause (B) any contract, instruction or (C), each donee or distributee shall execute and deliver to the Representative a lockplan complying with Rule 10b5-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) 1 under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If that has been entered into by the undersigned is an officer prior to the date of this agreement;
(c) the acquisition or director exercise of any stock option issued pursuant to the Company’s existing stock option plan, including any exercise effected by the undersigned further agrees that delivery of shares of Common Stock held by the foregoing provisions shall be equally applicable to undersigned;
(d) any Company-directed Securities the undersigned may purchase conversion of restricted stock units into shares of Common Stock as provided in the Public Offering. If the undersigned is an officer or director of the Company, applicable restricted stock unit issuance agreement;
(ie) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify Stock to the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation undersigned’s tax withholding obligation upon issuance of such shares pursuant to the applicable restricted stock unit issuance agreement;
(the “Company”f) any sale or transfer of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (including in open market transactions through a broker) to satisfy the “Shares”).undersigned’s tax withholding obligations in connection with the vesting of equity awards pursuant to the Company’s equity compensation plans or arrangements, which equity awards vest during the Lock-Up Period;
(g) pursuant to a sale or an offer to purchase 100% of the outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties resulting in a Change of Control (as defined below) and approved by the Company’s board of directors, provided that, in the event that such a Change of Control is not completed, the undersigned’s shares shall remain subject to the restrictions contained in this Letter Agreement and title to the undersigned’s shares shall remain with the undersigned; or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales, if applicable] [None] X. X. XXXXXX SECURITIES X.X. Xxxxxx Securities LLC Barclays Capital Inc. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 0000 Ladies and Gentlemen: The undersigned understands that you, as representative Representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationCHC Group Ltd., a Delaware corporation Cayman Islands exempted company (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockan aggregate of [ ] Ordinary Shares, $0.0001 par value $0.0001 per share (“Common Stock”)share, of the Company (the “SecuritiesUnderwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] Ordinary Shares, $0.0001 par value per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. Capitalized terms used herein in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives, on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Ordinary Shares, $0.0001 par value per share, of Common Stock the Company (the “Ordinary Shares”) or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (including, including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Ordinary Shares, in each case other than (A) in connection with transactions by any person other than the Securities Company relating to Ordinary Shares acquired in open market transactions after the completion of the Public Offering, provided that no public reports or filings reporting a reduction in beneficial ownership of the Ordinary Shares shall be sold by required or shall be voluntarily made during the undersigned pursuant to the Underwriting Agreement, if any, restricted period; (B) transfers of shares of Common Stock Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares (i) as a bona fide gift or giftsfor bona fide estate planning purposes, and (ii) upon death or by will, testamentary document or intestate succession, (iii) to an immediate family member of the undersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) not involving a change in beneficial ownership, or (v) if the undersigned is a trust, to any beneficiary of the undersigned or to the estate of any such beneficiary; (C) distributions of shares of Common Stock Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares to any direct or indirect affiliates (within the meaning set forth in Rule 405 as promulgated by the SEC under the Securities Act, current or former partners (general or limited), members or stockholders managers of the undersigned,; , as applicable, or to the estates of any such partners, members or managers, provided, that in the case of any transfer or distribution pursuant to clause clauses (B) or (C), (i) each donee transferee, donee, trustee or distributee shall execute sign and deliver to the Representative a lock-up letter substantially in the form of this paragraph; Letter Agreement and provided, further, that in the case of (ii) if any public reports or filings regarding any such transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be voluntarily made during the restricted period (A) the undersigned shall provide the Representatives prior written notice informing them of such report or filing and (B) such report or filing shall disclose that such transferee, donee, trustee or distribute, as the case may be, agrees to be bound in writing by the restrictions set forth herein; (D) the establishment of a trading plan pursuant to (and in accordance with all of the requirements of) Rule 10b5-1 under the Exchange Act for the transfer of Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares, provided that (i) such plan does not provide for the transfer of Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares during the restricted period hereunder and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the restricted period; (E) the exercise by the undersigned of any outstanding warrants or the exercise or vesting of any equity awards pursuant to the Company Stock Plans or other employee benefit plans existing as of the date of this Letter Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or the sale of any Ordinary Shares or any security convertible into or exchangeable for Ordinary Shares underlying warrants or equity awards as part of the cashless exercise of such securities being transferred between the undersigned and the Company (and not involving open market transactions), in each case in connection with any such transfer equity awards or distribution (other than a filing on a Form 5 made after warrants held by the expiration undersigned as of the Lock-up Period). If the undersigned is an officer or director date of the Companythis Letter Agreement in accordance with their terms, the undersigned further agrees provided that the foregoing provisions shall be equally applicable securities received upon such exercise or conversion are subject to this Letter Agreement; or (F) the transfer of Ordinary Shares or any Company-directed Securities the undersigned may purchase security convertible into or exchangeable for Ordinary Shares pursuant to a qualified domestic order or in the Public Offeringconnection with a divorce settlement. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC the Representatives, on behalf of the Underwriters agrees Underwriters, agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common StockOrdinary Shares, X.X. Xxxxxx Securities LLC the Representatives, on behalf of the Underwriters Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC the Representatives, on behalf of the Underwriters Underwriters, hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day 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 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: understands that, (i) if the Underwriting Agreement does not become effective by September 30March 31, 2015; (ii) 2014, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock Ordinary Shares to be sold thereunder; , (ii) the Registration Statement is withdrawn by the Company prior to the Underwriting Agreement becoming effective or (iii) the Company notifies the Representative in writing Representatives that it does not intend to proceed with the Public OfferingOffering prior to the entering into of the Underwriting Agreement, the undersigned shall be released from all obligations under this Letter Agreement and this Letter Agreement shall be of no further force or effect. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacityName: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) Title: [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation CHC Group Ltd. (the “Company”) of shares an aggregate of common stock[ ] Ordinary Shares, $0.0001 par value per share (the “Common Stock”)share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] Ordinary Shares, $0.0001 par value per share, of the Company (the “Option Shares”, and together with the Underwritten Shares, the “Ordinary Shares”) and the lock-up letter dated , 2014 20[14] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 201520[14], with respect to shares of Common Stock [ ] Ordinary Shares (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC Underwritten Shares: 15,000,000 shares Option Shares: 2,250,000 shares Public Offering Price Per Share: $5.00 June [ ], 2023 Pxxxx Xxxxxxx & Co. As Representative representative of the several Underwriters listed underwriters named in Schedule 1 II to the Underwriting Purchase Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Pxxxx Xxxxxxx Xxxxxx Xxx & Co. 800 Xxxxxxxx Xxxx, XX 00000 Xxxxx 000 Minneapolis, MN 55402 Ladies and Gentlemen: The undersigned understands that you, as representative As an inducement to the underwriters (the “RepresentativeUnderwriters”) to execute a purchase agreement (the “Purchase Agreement”) providing for a public offering (the “Offering”) of the several Underwriters, propose to enter into an Underwriting Agreement common stock (the “Underwriting AgreementCommon Stock”), of Black Diamond Therapeutics, Inc. and any successor (by merger or otherwise) with Invitae Corporation, a Delaware corporation thereto (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees thatthat without, without in each case, the prior written consent of X. X. Xxxxxx Securities LLC on behalf of Pxxxx Xxxxxxx & Co. (“Pxxxx Xxxxxxx”) during the Underwritersperiod specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), : (1) lend, offer, pledge, announce the intention to sell, 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, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable or exchangeable for or that represent the right to receive Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, ; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise; (3) make any demand for or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock Stock; or (and, for 4) publicly disclose the avoidance of doubt, the undersigned hereby waives intention to do any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period)foregoing. If the The undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be equally applicable expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the CompanyUndersigned’s Securities or with respect to any security that includes, (i) X.X. Xxxxxx Securities LLC relates to, or derives any significant part of its value from the Undersigned’s Securities. The Lock-Up Period will commence on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of this Agreement and continue and include the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of date 60 days after the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of final prospectus used to sell Common Stock in the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter Offering pursuant to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)Purchase Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Black Diamond Therapeutics, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Price per Share: $16.00 Number of Shares: 5,000,000 Underwritten Shares plus 750,000 Option Shares None] X. X. . FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXX XXXXX & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationPar Pacific Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.01 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of shares a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of Common Stock 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or stockholders shareholders of the undersigned,; provided
(vii) by operation of law, that in the case of any transfer or distribution such as pursuant to clause a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(Bviii) or (C), each donee or distributee shall execute and deliver to the Representative Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a locksale of the undersigned’s Lock-up letter Up Securities acquired in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made open market transactions after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in closing date for the Public Offering. If the undersigned is an officer or director of the Company, ,
(ix) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify to the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) vesting, settlement, or exercise of shares of common stockrestricted stock units, $0.0001 par value per share (the “Common Stock”)options, of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or pursuant to an amendment to such agreement or plan or a newly adopted stock incentive plan or other equity award plan,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement,
Appears in 1 contract
Samples: Underwriting Agreement (Par Pacific Holdings, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price is, as to each investor, the price paid per share by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC As Representative such investor. Number of the several Underwriters listed in Schedule 1 to the Underwriting shares: 2,000,000 Shares Form of Lock-Up Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 Re: MKS Instruments, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative the Representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationMKS Instruments, Inc., a Delaware Massachusetts corporation (the “Company”), and the selling stockholders listed on Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) of shares of common stock, no par value (the “Common Stock”), of the Company by the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesOffering, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the UnderwritersRepresentatives, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) beginning on the date of this letter agreement and ending 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)) (collectively, the “Lock-up Securities”) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than Lock-up Securities. The foregoing restrictions shall not apply:
(A) to the Securities sale by such person of the Common Stock to be sold by the undersigned pursuant to Section 2 of the Underwriting Agreement, if any, ;
(B) to transfers of shares of Common Stock as a bona fide gift or gifts, and ;
(C) distributions if the Lock-up Securities are held by a corporation, partnership, limited liability company or other entity, to transfers to any of shares of Common Stock to its stockholders, partners, members or stockholders of the undersigned,; provided, that affiliates (as such term is defined in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transfereeRule 501(b) under the Securities Exchange Act of 19341933, as amendedamended (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and employees;
(D) to transfers by way of testate or intestate succession or by operation of law, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration to any members of the Lock-up Period). If immediate family of the undersigned, or to any trust for the direct or indirect benefit of the undersigned is an officer or director the immediate family of the Companyundersigned, or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned further agrees that and/or the foregoing provisions shall be equally applicable to any Company-directed Securities immediate family of the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, a transaction (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach purposes of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred , “immediate family” shall mean any relationship by blood, marriage or agreed to be conferred and any obligations of the undersigned shall be binding upon the successorsadoption, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other more remote than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”first cousin), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Price per Share: $28.00 Number of Shares: 4,642,857 Underwritten Shares plus 696,428 Option Shares FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.00001 per share (“Common Stock”)par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 days (on, but including, the “Lock-up Period”) 90th day after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.00001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or dispositiondisposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Undersigned’s Shares. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Undersigned’s Shares, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than may:
(A) the sell any Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock transfer the Undersigned’s Shares as a bona fide gift or gifts, and ;
(C) distributions transfer or dispose of shares the Undersigned’s Shares to any trust for the direct or indirect benefit of Common Stock the undersigned or the immediate family of the undersigned;
(D) transfer or dispose of the Undersigned’s Shares to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned;
(E) transfer or dispose of the Undersigned’s Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(F) distribute the Undersigned’s Shares to partners, members or stockholders of the undersigned,;
(G) transfer to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by, controlling or managing, or under common control with, the undersigned; provided, that in the case of any or
(H) transfer or distribution pursuant to clause (B) or (C)a bona fide third party tender offer, each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and providedmerger, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, consolidation or other public announcement shall be required or shall be similar transaction made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration to all holders of the Lock-up Period). If the undersigned is an officer or director Common Stock and involving a Change of Control of the Company, provided that in the undersigned further agrees event that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned tender offer, merger, consolidation or other such transaction is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoingcompleted, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of Common Stock owned by the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard remain subject to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing restrictions contained in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “this Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).Up Agreement;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm salesPublic offering price: $[ ] [per share Number of Underwritten Shares: [ ] Number of Option Shares: [ ] None] X. X. . X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: NanoString Technologies, Inc. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationNanoString Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of the common stock, par value $0.0001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Lock-Up Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, ; (2) enter into any swap or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock. The provisions of the immediately preceding paragraph shall not apply to (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders otherwise limit or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than restrict):
(A) sales of shares of Common Stock or other securities acquired in open market transactions after the Securities to completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be sold required or shall be made voluntarily in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions;
(B) the sale and transfer of shares of Common Stock by the undersigned pursuant to the Underwriting Agreement, if any, Underwriters in the Public Offering;
(BC) transfers of shares of Common Stock as a or any securities convertible into or exercisable or exchangeable for Common Stock (i) by bona fide gift gift, will or giftsintestacy, and (Cii) distributions of shares of Common Stock to members the spouse, domestic partner, parent, child or stockholders grandchild (each, an “immediate family member”) of the undersigned,undersigned or to a trust formed for the benefit of an immediate family member, (iii) if the undersigned is a corporation, partnership or other business entity (x) to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (y) as part of a disposition, transfer or distribution without consideration by the undersigned to its equity holders or (iv) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided, provided that in the case of any transfer or distribution pursuant to this clause (B) or (C), each transferee, donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter substantially in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transfereeunder Section 16(a) under of the Securities Exchange Act reporting a reduction in beneficial ownership of 1934shares of Common Stock or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period;
(D) the transfer of shares of Common Stock or any security convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, as amended, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise; provided that no filing under Section 16(a) of the Exchange Act reporting a disposition of shares of Common Stock or other public announcement shall be required or shall be made voluntarily in connection with such vesting or exercise;
(E) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer or distribution (other than a filing on a Form 5 made after of shares of Common Stock; provided that such plan does not provide for the expiration transfer of Common Stock during the Lock-up Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or made voluntarily by or on behalf of the undersigned or the Company;
(F) transfers of shares of Common Stock pursuant to a Rule 10b5-1 trading plan in effect as of the date hereof;
(G) the conversion of the outstanding preferred stock of the Company into shares of Common Stock; provided that such shares of Common Stock remain subject to the terms of this Letter Agreement;
(H) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company, pursuant to agreements under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares;
(I) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;
(J) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this agreement; or
(K) the exercise of any right with respect to, or the taking of any other action in preparation for, a registration by the Company of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; provided that no transfer of the undersigned’s Common Stock registered pursuant to the exercise of such rights under this item shall occur, and no registration statement shall be filed, nor shall any public announcement of the intention to file be made, during the Lock-Up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters agrees agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The This Letter Agreement shall automatically terminate, and the undersigned shall be released from all obligations under this letter agreement if: Letter Agreement, upon the earliest to occur, if any, of (i) the date that the Company advises the Representatives in writing, prior to the execution of the Underwriting Agreement does Agreement, that it has determined not become effective by September 30, 2015; to proceed with the Public Offering and (ii) if the date of termination of the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated if prior to payment for and delivery the closing of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) [signature page follows] By: Signature If not signing in an individual capacityName: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [By: Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).Date: Date: Address: Address:
Appears in 1 contract
Samples: Underwriting Agreement (NanoString Technologies Inc)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES The public offering price per share for the Shares is $50.00. Number of Underwritten Shares: 10,000,000 Number of Option Shares: 1,500,000 FORM OF LOCK-UP AGREEMENT LEERINK PARTNERS LLC MORGAN STANLEY & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities Leerink Partners LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx53 State Street, XX 00000 40th Floor Boston, Massachusetts 02109 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Crinetics Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned undersigned, a director or officer of Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)) or (4) publicly disclose the intention to do any of the foregoing, in each case other than (A) the Securities Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned,, (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus (including the documents incorporated by reference) in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, and (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or ), (C), each donee or distributee (D), (E), (F), (G) and (J), such transfer shall execute and deliver to the Representative not involve a lock-up letter in the form of this paragraphdisposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or through (CJ), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a required filing on a Form 4 or Form 5 made after with respect to clauses (B), (D), (F), or (H); provided any such filing shall indicate (in the expiration of notes thereto or otherwise) that the Lock-up Periodfiling relates to the circumstances set forth in such clauses). If Further, a transfer of Securities to the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions Company in connection with any contractual arrangement in effect on the date of the Prospectus that provides for the repurchase of the undersigned’s shares by the Company in connection with the termination of the undersigned’s employment or other services with the Company is permitted, provided that no public filing, report or announcement reporting a transfer reduction in beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf Stock shall be voluntarily made and if the undersigned is required to file a report under Section 16 of the Underwriters will notify the Company Exchange Act reporting a reduction in beneficial ownership of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (during the “Shares”).Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services. Additionally, a transfer of Securities 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
Appears in 1 contract
Samples: Underwriting Agreement (Crinetics Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC Price per Share: $12.50 Number of Shares: 4,000,000 Underwritten Shares, plus 600,000 Option Shares FORM OF LOCK-UP AGREEMENT BOFA SECURITIES, INC. As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. BofA Securities, Inc. Xxx Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: RxSight, Inc. — Underwritten Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationRxSight Inc., a Delaware corporation (the “Company”), providing for the public underwritten offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC BofA Securities, Inc. (the “Representative”) on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, in each case subject to the exceptions set forth below, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business ninety (90) days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “ProspectusProspectus Supplement”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of the undersigned’s ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. For the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit). Notwithstanding the foregoing, in each case other than (A) the Securities to be sold by the undersigned pursuant to may:
(a) transfer the Underwriting Agreement, if any, undersigned’s Lock-Up Securities:
(Bi) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes, including a bona fide gift to a charitable organization, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
(ii) by will, other testamentary document, or intestacy,
(iii) to any trust or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to any immediate family member,
(v) to any corporation, partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are directly or indirectly the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cvi) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi) above,
(vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned or who shares a common investment advisor with the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner, limited partner, managing member, manager, member, employee, officer or director of such entity or any trust for the benefit of any of the foregoing or any affiliate or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members, limited partners or shareholders of the undersigned,
(viii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement, or court order,
(ix) to the Company from an employee or other service provider of the Company upon death, disability or termination of employment or other service relationship, in each case, of such employee or other service provider,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,; provided’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, provided that (A) in the case of any transfer transfer, disposition, or distribution pursuant to clause (B) or (Ca)(i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), such transfer shall not involve a disposition for value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and providedLetter Agreement, further, that (B) in the case of any transfer transfer, disposition, or distribution pursuant to clause (Ba) or (Ci), (ii), (iii), (iv), (v), (vi), (vii) and (x), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 or Schedule 13 made after the expiration of the Lock-up Period). If Restricted Period referred to above) and (C) in the undersigned is an officer case of any transfer or director distribution pursuant to clause (a)(viii) and (ix) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public offering price $105.00 per share Number of Underwritten Shares 5,250,000 Underwriting Discounts and Commissions $4.72500 per share Annex B Exhibit A BOFA SECURITIES, INC. X.X. XXXXXX SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationMyoKardia, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Offering Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Offering Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. BofA Securities, Inc., X.X. Xxxxxx Securities LLC and Credit Suisse Securities (USA) LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 days (on, but including, the “Lock-up Period”) 45th day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrantwarrant (collectively, “Securities”)), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the any Securities to be sold acquired by the undersigned in the open market, provided that no filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcements shall be required or voluntarily made by or on behalf of the undersigned during the Restricted Period with respect to subsequent sales of such Securities acquired by the undersigned in the open market;
(B) (i) the exercise with cash of stock options granted pursuant to the Underwriting AgreementCompany’s currently existing equity incentive plans, if anyprovided that such restriction shall apply to any Securities or other securities issued to the undersigned upon such cash exercise and provided further that no filing reporting a disposition under the Exchange Act shall be required or shall be voluntarily made during the Restricted Period, (Bii) the “cashless” exercise of stock options (the term “cashless” exercise being intended to include the surrender of a portion of the option shares or previously owned shares to the Company to cover payment of the exercise price), for the purposes of exercising such stock options solely in the case of termination of employment or board service following death, disability or other than for cause (including any such transfer in respect of tax liabilities arising from such exercise) if such options would otherwise expire, or (iii) any transfer for the payment of taxes due in connection with the vesting and settlement of restricted stock units granted pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy, or the surrender of Common Stock (including, without limitation, pursuant to a “sell-to-cover” transaction) in lieu of payment in cash of any tax withholding obligations due as a result of such vesting and settlement, in each case, only in an amount necessary to satisfy such exercise or taxes, as the case may be, provided that any filing made pursuant to the Exchange Act shall include a footnote noting the circumstances described in this clause;
(C) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act for the transfer of shares of Securities, provided that (i) no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Restricted Period, and (ii) no filing under the Exchange Act or other public announcements shall be required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such Plan during the Restricted Period;
(D) (i) transfers of shares of Common Stock Securities as a bona fide gift or giftsgifts not involving a disposition for value or for bona fide estate planning purposes, and (Cii) distributions of shares of Common Stock as a bona fide gift to a charity or educational institution, (iii) transfer to a member or members or stockholders of the undersigned,; provided’s family or to a trust, the direct or indirect beneficiaries of which are the undersigned and/or a member or members of his or her family, (iv) by testate succession or intestate distribution, (v) if the undersigned is a trust, to any beneficiary of the undersigned or to the estate of any such beneficiary, (vi) distributions not involving a disposition for value of Securities or other securities to members, partners or stockholders of, or owner of a similar equity interest in, the undersigned or to any corporation, partnership or other person or entity that is a direct or indirect affiliate of the undersigned, or (vii) transfers of Securities or any security convertible into or exchangeable for Securities that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that, each donee, distributee or transferee, as the case of any transfer or distribution pursuant to clause (B) or (C)may be, each donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; Letter Agreement, and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedAct, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Restricted Period). If ;
(E) the undersigned is an officer or director transfer of the Company, undersigned’s Securities or other securities to the undersigned further agrees that the foregoing provisions shall be equally applicable Company pursuant to any Company-directed Securities contractual arrangement in effect on the undersigned may purchase in date of this Letter Agreement that provides for the Public Offering. If the undersigned is an officer or director repurchase of the Company, (i) X.X. Xxxxxx undersigned’s Securities LLC on behalf of or such other securities by the Underwriters agrees that, at least three business days before the effective date of any release Company or waiver of the foregoing restrictions in connection with a the termination of the undersigned’s employment or other service relationship with the Company; and
(F) the sale or transfer of shares of Common StockStock under a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act that has been entered into prior to the date hereof which has been provided to the Representatives or their legal counsel, X.X. Xxxxxx Securities LLC provided, that, to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Underwriters will notify undersigned or the Company of the impending release regarding such sale or waivertransfer, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release such announcement or waiver by press release through filing shall include a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration statement that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration sale or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed is in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)established Trading Plan.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by 1. The Company is selling 8,064,517 shares of Class A Common Stock.
2. The Company has granted an option to the Underwriters to confirm sales] [None] X. X. purchase up to an additional 1,209,677 shares of Class A Common Stock.
3. The public offering price per share of Class A Common Stock shall be $31.00. FORM OF LOCK-UP AGREEMENT , 20__ X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/x Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, New York 10012 and c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Ladies and Gentlemen: The undersigned understands that youX.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxx and Company, LLC (“Cowen”) and Evercore Group L.L.C. (“Evercore”), as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationXxxx Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stockstock of the Company, par value $0.0001 0.001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC X.X. Xxxxxx, Xxxxx and Evercore, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “ProspectusProspectus Supplement”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock common stock, $0.001 per share par value, of the Company (including, for the avoidance of doubt, shares of Class A common stock, par value $0.001 per share, and/or shares of Class B common stock, par value $0.001 per share, the “Shares”), or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including, including without limitation, Common Stock Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Shares, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities except for a registration statement on Form S-8, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing restrictions will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the Underwriters, in each case as contemplated by the Underwriting Agreement with respect to the proposed Public Offering. In addition, the foregoing restrictions shall not apply to:
i. transactions, transfers, sales or dispositions of or entering into any other transactions (including any swap) relating to the Lock-Up Securities acquired in the Public Offering or exercisable in the open market or exchangeable other transactions after the completion of the Public Offering, or that otherwise do not involve or relate to Securities owned by the undersigned prior to the Public Offering; provided that no filing under the Exchange Act or other public disclosure shall be required or shall be voluntarily made during the Restricted Period in connection with subsequent sales of Shares or other securities acquired in such open market transactions during the Restricted Period, other than any required filing under Section 13 of the Exchange Act;
ii. transfers of Lock-Up Securities by gift, including, without limitation, to a charitable organization, or by will or intestate succession to the legal representative, heir or beneficiary of the undersigned or any Family Member, or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that such transfer is not for Common Stock consideration;
iii. transfers or dispositions of the Lock-Up Securities to a corporation, partnership, limited liability company or other entity, all of the beneficial ownership interests of which, in each case, are held by the undersigned or any Family Member;
iv. transfers of the Lock-Up Securities by operation of law pursuant to a qualified domestic order or other court order or in connection with a divorce settlement;
v. if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, distributions or transfers of the Lock-Up Securities to (andx) another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, (y) any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which where the undersigned is a party partnership, to its general partner or under which a successor partnership or fund, or any other funds managed by such partnership), or (z) limited partners, general partners, members, directors, officers, employees, managers, managing members, stockholders or other equity holders of the undersigned is entitled or of the entities described in the preceding clauses (x) and (y);
vi. transfers or dispositions of Shares to any right or benefit), in each case other than the Company as forfeitures (Ax) the Securities to be sold by satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans or (y) pursuant to a net exercise or cashless exercise by the stockholder of outstanding equity awards pursuant to the Company’s equity incentive plans; provided, however, that in each case, any such equity incentive plans exist as of the date of the Underwriting Agreement, if any, (B) Agreement and are described in the Prospectus Supplement;
vii. transfers of shares the Lock-Up Securities pursuant to a change of Common Stock as a control of the Company (meaning the consummation of any bona fide gift third party tender offer, merger, consolidation or gifts, and other similar transaction made to all holders of Shares the result of which is that any “person” (Cas defined in Section 13(d)(3) distributions of shares of Common Stock to members or stockholders of the undersigned,; Exchange Act), or group of persons other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the voting capital stock of the Company) after the Public Offering that has been approved by the independent members of the Company’s board of directors, provided, that in the case event that such change of control is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions herein; or
viii. transfers of the Lock-Up Securities arising as a result of the termination of employment of the undersigned to the Company pursuant to agreements that are in effect as of the date of the Underwriting Agreement for the Public Offering and disclosed in the Prospectus Supplement, under which the Company has the option to repurchase such Lock-Up Securities or a right of first refusal with respect to transfers of such Lock-Up Securities. Notwithstanding the foregoing, it shall be a condition to any such transfer or distribution pursuant to clause provided in: • clauses (Bii) or through (Cv), each donee transferee or distributee shall execute executes and deliver delivers to the Representative a lockRepresentatives an agreement in form and substance satisfactory to the Representatives stating that such transferee or distributee is receiving and holding such Lock-up letter in Up Securities subject to the form provisions of this paragraphLetter Agreement and agrees not to Sell or Offer to Sell such Lock-Up Securities, engage in any swap or engage in any other activities restricted under this Letter Agreement except in accordance with this Letter Agreement (as if such transferee or distributee had been an original signatory hereto); and provided, further, that in the case of any transfer or distribution pursuant to clause • clauses (B) or (Ciii), (v), (vi), and (viii), prior to the expiration of the Restricted Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedshall be required, or other public announcement shall be required or shall be made voluntarily voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer or distribution (other than than, in connection with a filing on repurchase of Lock-Up Securities by the Company pursuant to clause (viii), a Form 4 or Form 5 made after required to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act, provided, however, that if such Form 4 or Form 5 is filed during the Restricted Period, such Form 4 or Form 5 shall indicate by footnote disclosure or otherwise that such Form 4 or Form 5 relates to a repurchase of Lock-Up Securities by the Company in connection with the termination of the undersigned’s employment with the Company, and that any Lock-Up Securities subject to this Letter Agreement that continue to be held by the undersigned remain subject to the terms of this Letter Agreement); and • clause (iv), prior to the expiration of the Lock-up Restricted Period). If , that if a Form 4, Form 5, Schedule 13D, Schedule 13G, Form 13F or Form 13H is required to be filed during the Restricted Period, such Form 4, Form 5, Schedule 13D, Schedule 13G, Form 13F or Form 13H shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in such clause, (B) any securities still held by the undersigned is an officer or director of remain subject to the Companyterms and restrictions under this Letter Agreement, and (C) no securities were sold by the undersigned, and provided further, that, the undersigned further agrees that does not otherwise voluntarily effect any other public filing or report regarding such transfers during the foregoing provisions shall be equally applicable to any Company-directed Securities Restricted Period. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf exercise an option to purchase Shares granted under any equity incentive plan or stock purchase plan of the Underwriters agrees Company described in the Prospectus Supplement, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer set forth in this Letter Agreement, and, provided, further, that, at least three business days before the effective date of if required, any release public report or waiver filing under Section 16 of the foregoing restrictions Exchange Act shall clearly indicate in connection with the footnotes thereto that the filing relates to the exercise of a transfer of shares of Common Stockstock option, X.X. Xxxxxx Securities LLC on behalf that no Shares were sold by the reporting person, and that Shares received upon exercise of the Underwriters will notify the Company of the impending release stock option are subject to this Letter Agreement, or waiver, and (ii) establish a trading plan pursuant to Rule 10b5-1 under the Company has agreed in Exchange Act (a “10b5-1 Plan”) for the Underwriting Agreement to announce transfer of Shares, provided that such 10b5-1 Plan shall not provide for or permit any transfers, sales or other dispositions of Shares during the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to Restricted Period and any such officer or director shall only be effective two business days after the publication date required public disclosure of such press release. The provisions of this paragraph will not apply if (a) 10b5-1 Plan includes or refers to the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described restrictions set forth in this letter to the extent and for the duration that such terms remain in effect at the time of the transferLetter Agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)Letter Agreement.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The number of Underwritten Shares purchased by the Underwriters to confirm sales] [is 10,500,000. The number of Option Shares is 1,575,000. The public offering price per share is $31.00. Written Testing-the-Waters Communications None] X. X. . Form of Lock-Up Agreement May , 2024 XXXXXX SECURITIES XXXXXXX & CO. LLC XXXXXXXXX LLC XXXXXX, XXXXXXXX & COMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. x Xxxxxx Securities Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10022 c/o Xxxxxx, Xxxxxxxx & Company, Incorporated 000 0xx Xxxxxx, 00xx Floor New York, New York 10019 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Ladies and Gentlemen: The undersigned understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationDyne Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby xxxxxx agrees that, without the prior written consent of X. X. Xxxxxx Securities Xxxxxxx & Co. LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubtforegoing. Notwithstanding the foregoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer or dispose of the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and or for bona fide estate planning purposes,
(Cii) distributions by will, other testamentary document or intestacy,
(iii) to any trust for the direct or indirect benefit of shares of Common Stock to members the undersigned or stockholders the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),; provided
(iv) to a corporation, partnership, limited liability company, trust or other entity of which the undersigned and/or one or more members of the immediate family of the undersigned are, directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution or other transfer to general or limited partners, members or shareholders of, or other holders of equity in, the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or court order,
(viii) to the Company from an employee or other service provider of the Company upon death, disability or termination of employment or service relationship, in each case, of such employee or service provider,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in the Public Offering (other than, in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned such officer or director may purchase in the Public Offering. If the undersigned is an officer ) or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days open market transactions after the publication closing date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard ,
(x) to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you Company in connection with the offering by Invitae Corporation (the “Company”) vesting, settlement, or exercise of shares of common stockrestricted stock units, $0.0001 par value per share (the “Common Stock”)options, of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity award granted under a stock incentive plan or other equity award plan or other arrangement, each such agreement, plan or arrangement which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price per share for the Securities is $46.00 The number of Securities purchased by the Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES is 14,000,000 FORM OF LOCK-UP AGREEMENT XXXXXXX SACHS & CO. LLC As Representative EVERCORE GROUP L.L.C. as Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities Goldman Xxxxx & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Colfax Corporation — Public Offering of Common Stock Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Colfax Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.0001 0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities Xxxxxxx Sachs & Co. LLC and Evercore Group L.L.C., on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 45 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, the Securities, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Colfax CORP)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Price per Share: $101.00 Number of Shares: 3,900,000 Over-allotment Option: 585,000 X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationSVB Financial Group, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”) named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)Agreement, of common stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of order to induce the Underwriters’ agreement Underwriters to purchase and make enter into the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgedUnderwriting Agreement, the undersigned hereby agrees thatthat the undersigned will not, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwritersand Xxxxxxx Lynch, the undersigned will notPierce, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) lend, offer, pledgeXxxxxx & Xxxxx Incorporated, sell, contract to sell, sell any option or contract to purchase, purchase any option offer or contract to sell, grant any option, right or warrant solicit offers to purchase, pledge or otherwise transfer dispose of (or dispose ofenter into any transaction which 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 the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of Common Stock 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, for a period beginning on and including the date of the Underwriting Agreement through and including the date which is 90 days after the date of the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may transfer any or all of the shares of Common Stock (including, without limitation, of the Company or any securities convertible into or exchangeable or exercisable for Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned, either during his or her lifetime or on death, by gift, will or intestate succession, to members of his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family; provided, however, that in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is transfer, it shall be a condition to be settled by delivery of Common Stock or such other securitiestransfer that, in cash or otherwise or (3) make any demand for or exercise any right with respect prior to the registration of any transfer, the transferee execute and deliver to the Representatives an agreement stating that the transferee is receiving and holding the shares of Common Stock or any security convertible into or exercisable or exchangeable for other securities, as the case may be, subject to, and the transferee agrees to be bound by, the provisions of this letter agreement, and there shall be no further transfer of such shares of Common Stock (andor other securities, for as the avoidance of doubtcase may be, except in accordance with this letter agreement. In addition, the undersigned hereby waives any and all notice requirements and rights with respect may (i) sell or make deemed sales of Common Stock to the registration of any securities Company pursuant to any agreement, instrument, understanding net exercises or otherwise, including any stockholders or registration rights agreement or similar agreement, cashless exercises of options outstanding on the date hereof to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be extent that such shares of Common Stock are not subsequently sold by the undersigned pursuant to Company on the open market, for a period commencing on the date of the Underwriting Agreement and ending 90 days after the date of the Underwriting Agreement, if any, (Bii) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of sell shares of Common Stock to members or stockholders the Company to discharge income tax liabilities resulting from the vesting of restricted shares acquired by the undersigned,undersigned through the Company’s 2006 Equity Incentive Plan; provided, however, that in the case of (i) and (ii), no filing or announcement of such sale or deemed sale shall be made by any party (transferor or transferee) except as required under Section 16 of the Exchange Act and any such required filing shall specify that the sale or deemed sale was made to the Company solely for the purpose of paying the exercise price of options and/or to discharge income tax liabilities, as applicable, (iii) sell shares of Common Stock acquired by the undersigned in the open market after the date of the Underwriting Agreement, (iv) sell, transfer or distribution pursuant otherwise dispose of Common Stock in an amount not to exceed, when aggregated with all dispositions under this clause (Biv) or by directors and officers of the Company who have executed similar letter agreements with the Representatives in connection with the offering contemplated herein, 25,000 shares; provided, however, that any such disposition shall only be permitted upon prior written notice of such disposition and approval of such disposition by the Company (Cwhich approval shall be in the sole discretion of the Company), each donee or distributee shall execute and deliver to (v) establish a 10b5-1 plan for the Representative a lock-up letter transfer of shares of Common Stock; provided, however, that in the form case of this paragraph(v), such 10b5-1 plan does not provide for the sale or transfer of shares of Common Stock prior to expiration of the 90-day period referred to above; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (Cv), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedAct, or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such transfer or distribution (other than a filing on a Form 5 made after 10b5-1 plan. Notwithstanding the expiration foregoing provisions of the Lock-up Period). If the undersigned is an officer or director of the Companythis letter agreement, the undersigned further agrees will be permitted to sell shares of Common Stock pursuant to a 10b5-1 plan in effect as of the date hereof so long as any required filing under Section 16 of the Exchange Act specifies that the foregoing provisions sale or transfer was made pursuant to such plan. This agreement shall be equally applicable automatically terminate upon the earliest to any Company-directed Securities occur, if any, of (a) the undersigned may purchase in date the Public Offering. If the undersigned is an officer or director of the Company, (i) Company advises X.X. Xxxxxx Securities LLC on behalf and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in writing, prior to the execution of the Underwriters agrees thatUnderwriting Agreement, at least three business days before that it has determined not to proceed with the effective date of any release offering, or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time date of the transfer. In furtherance termination of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery the closing of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementoffering. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York. Yours very truly, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) ByName: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxx
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Underwritten Shares: 8,000,000 shares Option Shares: 1,200,000 shares Public Offering Price Per Share: $12.50 FORM OF LOCK-UP AGREEMENT , 2023 X.X. XXXXXX SECURITIES LLC LEERINK PARTNERS LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10179 c/o Leerink Partners LLC 000 Xxxxxxxxxx Xxxxxx, 00xx Floor San Francisco, CA 94111 Ladies and Gentlemen: The undersigned understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationHilleVax, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), ) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Leerink Partners LLC on behalf of the several Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration undersigned’s Lock-Up Securities without the consent of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than Representatives:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will, other testamentary document or intestacy,
(iii) to any member of the undersigned’s immediate family or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, provided that any transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement,
(viii) to the Company from an employee or consultant of the Company upon death, disability or termination of employment, in each case, of such employee or consultant,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in the Public Offering or in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided, provided that (A) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), (ii), (iii), (iv), (v) and (vi), such transfer shall not involve a disposition for value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and providedLetter Agreement, further, that (B) in the case of any transfer or distribution pursuant to clause (Ba)(i), (ii), (iii), (iv), (v), (vi) or and (Cix), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than (i) a filing on a Form 5 made after the expiration of the Lock-up Period). If Restricted Period referred to above and (ii) a filing in the undersigned is an officer or director case of a transfer pursuant to clause (a)(i) required pursuant to Section 16(a) of the CompanyExchange Act, provided, however, any such filing shall state that such transfer is a bona fide gift and that such shares remain subject to the undersigned further agrees that restrictions set forth herein) and (C) in the foregoing provisions case of any transfer or distribution pursuant to clause (a)(vii), (viii) and (x), it shall be equally applicable a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director filing under Section 16(a) of the CompanyExchange Act, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees thator other public filing, at least three business days before the effective date of any release report or waiver of the foregoing restrictions announcement reporting a reduction in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information Price and other terms of the offering conveyed orally (and included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities a Rule 134 compliant pricing notice). FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT Xxxxxxx Xxxxx & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10282 Re: AmerisourceBergen Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that the Underwriter (“you, as representative (the “Representative”) of and the several Underwriters, Dealers (in each case as defined in the Underwriting Agreement) propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company (the “Counterparty”), and AmerisourceBergen Corporation, a Delaware corporation (the “CompanyIssuer”), providing for in connection with prepaid variable share forward transactions (each, a “VPF Transaction” and, together, the “VPF Transactions”) covering an aggregate of 10,500,000 shares of common stock of the Issuer (the “Common Stock”) and the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 Underwriter of 7,293,548 shares of Common Stock. In connection with hedging their exposure under the VPF Transactions, on or prior to the Underwriting Agreement (Closing Date, the “Underwriters”), of common stock, par value $0.0001 per share (“Dealers will borrow and sell Common Stock”), of directly or through affiliates, to the Company (the “Securities”)Underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of order to induce you to enter into the Underwriters’ agreement to purchase and make the Public Offering of the Securities, Underwriting Agreement and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the UnderwritersUnderwriter, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 30 days (the “Lock-up Period”) after the date of the prospectus relating to Prospectus for the Public Offering Offered Securities (such period, the “ProspectusRestricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make cause to be filed or confidentially submitted any demand for or exercise any right with respect to registration statement for, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) pursuant to the Securities VPF Transactions and the shares of Common Stock to be sold or transferred by or on behalf of the undersigned Dealers to the Underwriter pursuant to the Underwriting Agreement, if any, ; (B) transfers of shares of Common Stock as a bona fide gift or gifts, and or for bona fide estate planning purposes; (C) distributions distributions, transfers or exchanges of shares of Common Stock or any security, directly or indirectly, convertible into or exercisable or exchangeable for Common Stock to members or with limited or general partners, members, stockholders or affiliates (as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the undersigned,; provided(D) transfers to immediate family members of the undersigned, trusts for the benefit of the undersigned or immediate family members of the undersigned, or partnerships, limited liability companies or other entities the only partners, members or equity holders of which are the undersigned and/or immediate family members of the undersigned; (E) transfers by will or intestacy upon the death of the undersigned, or by operation of law or pursuant to an order of a court or regulatory authority, such as pursuant to a qualified domestic order, divorce settlement or decree or separation agreement; (F) transfers to, or exchanges with, any investment fund controlled or managed by the undersigned; (G) transfers of shares of Common Stock purchased by the undersigned on the open market following the Public Offering; (H) transfers to conduct a “net” or “cashless” settlement, via a disposition to the Issuer, of any equity awards issued pursuant to an employee benefit plan maintained by the Issuer or any of its subsidiaries, including for the payment of exercise price and tax and remittance payments due, provided that (i) any Common Stock received upon such exercise shall be subject to the restrictions contained herein and (ii) if the undersigned is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period related to such an exercise by the undersigned, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of net share settlement or tax withholding obligations of the undersigned in connection with such settlement; (I) to the Issuer from an employee of or service provider of the Issuer upon death, disability or termination of employment, in each case, of such employee or service provider and (J) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a Change of Control (defined below) of the Issuer approved by the Issuer’s board of directors, provided that in the event that the Change of Control is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained herein; provided that in the case of any transfer or distribution pursuant to clause (B) or ), (C), (D), (E) or (F), each donee donee, distributee or distributee transferee shall execute and deliver to the Representative Underwriter a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E), (F) or (CG), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, showing a reduction in beneficial ownership or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the The undersigned is an officer or director of the Company, the undersigned further acknowledges and agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities precludes the undersigned may purchase from engaging in the Public Offering. If the undersigned is an officer any hedging or director of the Companyother transaction designed or intended, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees thator which could reasonably be expected to lead to or result in, at least three business days before the effective date a sale or disposition of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC or any securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (someone other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)undersigned.
Appears in 1 contract
Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [set out key information included in script that will be used by Underwriters to confirm sales•] Option Shares: [None•] X. X. XXXXXX SECURITIES Public offering price per share: $[•] Settlement Date: [•], 2023 Written Testing-the-Waters Communications FORM OF LOCK-UP AGREEMENT BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. BofA Securities, Inc. One Bryant Park New York, New York 10036 c/x Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 Re: Madison Square Garden Entertainment Corp. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationMadison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), and Sphere Entertainment Group, LLC (formerly known as MSG Entertainment Group, LLC), a Delaware limited liability company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.0001 0.01 per share (“Common Stock”)share, of the Company (the “SecuritiesClass A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesClass A Common Stock, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect controlled affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus” and, such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into into, redeemable for or exercisable or exchangeable for Class A Common Stock (including, including without limitation, Class A Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Class A Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has publicly disclosed or furnished the Representatives with the details of any transaction the undersigned is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:
(a) transfer Lock-Up Securities:
(i) as a bona fide gift or exercisable gifts or exchangeable a charitable contribution or contributions, or for Common Stock bona fide estate planning purposes,
(andii) pursuant to a will or intestacy, including to any beneficiary of, or estate of a beneficiary pursuant to, a trust, will, other testamentary document or applicable laws of descent, or pursuant to a final domestic relations settlement or similar order,
(iii) to any family member or members of the undersigned or to any trust or other estate planning vehicle for the direct or indirect benefit of the undersigned or the family of the undersigned, or if the undersigned is a trust or other estate planning vehicle, to a trustor or beneficiary of the trust or other estate planning vehicle or to the estate of a beneficiary of such trust or other estate planning vehicle (for purposes of this Letter Agreement, “family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a corporation, partnership, limited liability company or other entity of which the undersigned and the family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other entity, (A) to another corporation, partnership, limited liability company, trust or other entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which where the undersigned is a party partnership, to its general partner or under which a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned is entitled undersigned,
(vii) by operation of law, such as pursuant to any right a qualified domestic order, divorce settlement, divorce decree or benefit)separation agreement,
(viii) to the Company or to an affiliate of the Company from an employee of the Company or an affiliate of the Company upon death, disability or termination of employment, in each case case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired after the date of the Prospectus,
(x) to the Company in connection with the vesting, settlement or exercise of restricted stock, restricted stock units, options, warrants or other than rights to purchase shares of Class A Common Stock (A) including, in each case, by way of “net” or “cashless” exercise), including for the Securities payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock, restricted stock units, options, warrants or rights, provided that any such shares of Class A Common Stock received upon such exercise, vesting or settlement shall be subject to be sold the terms of this Letter Agreement, and provided, further, that any such restricted stock, restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Underwriting AgreementRegistration Statement, if anythe Pricing Disclosure Package and the Prospectus, or
(Bxi) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of Common Stock as capital stock if, after such transfer, such person or group of affiliated persons would hold at least a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided, provided that (A) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), (iii), (iv), (v) and (vi), such transfer shall not involve a disposition for monetary value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and providedLetter Agreement, further, that (B) in the case of any transfer or distribution pursuant to clause (Ba)(iii), (iv), (v), (vi) or and (Cix), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedAct, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(i). If the undersigned is an officer or director , (ii), (vii), (viii) and (x), it shall be a condition to such transfer that any filing under Section 16(a) of the CompanyExchange Act or other public filing, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Class A Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, transfer or distribution shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Samples: Underwriting Agreement (Madison Square Garden Entertainment Corp.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price per share for the Shares is $92.00. The number of Underwritten Shares purchased by the Underwriters to confirm sales] [None] X. X. is 3,000,000. The number of Option Shares is 450,000. X.X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re:Axon Enterprise, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several UnderwritersUnderwriters (defined below), propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationAxon Enterprise, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.00001 per share (“Common Stock”)par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, $0.00001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into into, or exercisable or exchangeable for for, Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or dispositiondisposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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, in each case other than:
(A) (1) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or warrants, performance-based options, or the settlement of restricted stock units or performance-based restricted stock units (collectively, “RSUs”), or (2) the transfer to the Company of shares of Common Stock or any securities convertible into Common Stock upon a vesting event or settlement of the Company’s securities, including, without limitation, RSUs, or upon the exercise of options or warrants to purchase the Company’s securities on a “cashless” or “net exercise” basis to the extent permitted by the instruments representing such options or warrants, so long as such “cashless” exercise or “net exercise” is effected solely by the surrender of outstanding options or warrants to the Company and by the Company’s cancellation of all or a portion thereof to pay the exercise price and/or withholding tax obligations, but for the avoidance of doubt, excluding all methods of exercise that would involve a sale of any shares of Common Stock relating to options or warrants, whether to cover the applicable exercise price, withholding tax obligations or otherwise; provided that in the case of (1), the shares of Common Stock delivered upon such exercise or settlement are subject to the restrictions set forth above in the second paragraph; and provided further that in the case of (1) or (2), any related filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other public filing or disclosure of such receipt or transfer by, or on behalf of, the undersigned, shall clearly indicate in the footnotes thereto that (x) the filing relates to the circumstances described in (1) or (2), as applicable, (y) no shares were sold by the reporting person and (z) the shares received upon exercise or settlement are subject to a lock-up agreement with the Underwriters in the Offering;
(B) (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock (a “10b5-1 Plan”), provided that (1) such plan does not provide for the transfer of Common Stock during the Restricted Period and (2) no public announcement or filing under the Exchange Act shall be required or voluntarily made regarding the establishment of such plan, or (ii) any transactions effected pursuant to a Rule 10b5-1 Plan established prior to the date of this Letter Agreement and not modified subsequent thereto, provided that to the extent a public announcement or filing under the Exchange Act, if any, is required of or on behalf of the undersigned or the Company regarding such transaction, such announcement or filing shall include a statement to the effect that such transfer of shares of Common Stock was made under such plan, and provided that no public announcement or filing under the Exchange Act shall be voluntarily made by the undersigned or the Company regarding such transaction;
(C) the transfer of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (andthat occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order, for provided that each such transferee agrees to be bound in writing by the avoidance restrictions set forth herein; provided further that if the undersigned is required to file a report under Section 16(a) of doubtthe Exchange Act during the Restricted Period, the undersigned hereby waives any and all notice requirements and rights with respect shall include a statement in such report to the registration effect that such transfer is by operation of any securities law or pursuant to a qualified domestic order or in connection with a divorce settlement, as the case may be;
(D) the transfer of shares of Common Stock or any agreementsecurity convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, instrumentmerger, understanding consolidation or otherwiseother similar transaction that is approved by the Board of Directors of the Company, including any stockholders or registration rights agreement or similar agreement, made to which the undersigned is all holders of Common Stock involving a party or under which the undersigned is entitled to any right or benefitChange of Control (as defined below), provided that in each case the event that the tender offer, merger, consolidation or other than (A) such transaction is not completed, the Securities to be sold Common Stock owned by the undersigned pursuant shall remain subject to the Underwriting restrictions contained in this Letter Agreement, if any, ; or
(BE) transfers of shares of Common Stock (1) as a bona fide gift or giftsfor bona fide estate planning purposes, and (C2) distributions of shares of Common Stock upon death or by will, testamentary document or intestate succession, (3) to members or stockholders an immediate family member of the undersigned,; providedundersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family member of the undersigned (for purposes of this Letter agreement, that in the case of “immediate family member” shall mean any transfer relationship by blood, current or distribution pursuant to clause (B) former marriage or adoption, not more remote than first cousin), or (C)4) not involving a change in beneficial ownership, provided that each transferee, donee or distributee shall execute sign and deliver to the Representative a lock-up letter substantially in the form of this paragraphLetter Agreement, and such transfer shall not involve a disposition of value; and provided, further, provided further that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after prior to the expiration of the Lock-up Restricted Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Public offering price per Share: $50.00 Number of Underwritten Shares: 4,500,000 Number of Option Shares: 675,000 Written Testing-the-Waters Communications None] X. X. . None. Form of Lock-Up Agreement X.X. XXXXXX SECURITIES LLC As Representative representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Phreesia, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters, propose proposes to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationPhreesia, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein in this letter agreement (this “Letter Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this Letter Agreement and ending 180 60 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, $0.01 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Undersigned’s Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ,
(B) transfers of shares of Common Stock the Undersigned’s Securities as a bona fide gift or gifts, and ,
(C) distributions if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the undersigned may transfer the Undersigned’s Securities (x) to another corporation, partnership, limited liability company, trust or other affiliate as defined in Rule 405 promulgated under the Securities Act of 1933, as amended, of the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) or (y) as part of a distribution without consideration by the undersigned to its stockholders, partners, members or other equity holders; provided, however, that any such transfer shall not involve a disposition for value,
(D) the receipt by the undersigned of shares of Common Stock in connection with the conversion of the (or an election by the undersigned to members convert such) outstanding convertible preferred stock of the Company in connection with the consummation of the Public Offering into shares of Common Stock, provided that any such shares of Common Stock received upon such conversion shall be subject to the terms of this Letter Agreement,
(E) sales or stockholders other transfers of the Undersigned’s Securities acquired in the Public Offering, or transactions relating to the Undersigned’s Securities acquired in one or more open market transactions after the Closing Date of the Public Offering,
(F) transfers of the Undersigned’s Securities to any member of the immediate family of the undersigned or any trust or other legal entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to any beneficiary (including such beneficiary’s estate) of the undersigned, provided that any such transfer shall not involve a disposition for value (for purposes hereof “immediate family” shall mean any relationship by blood, domestic partnership, marriage or adoption, not more removed than first cousin),
(G) transfers of the Undersigned’s Securities by will or intestate succession upon the death of the undersigned,;
(H) transfers of the Undersigned’s Securities by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement,
(I) the surrender or forfeiture of the Undersigned’s Securities to the Company to satisfy (x) tax withholding obligations upon exercise or vesting or (y) the exercise price upon a cashless net exercise, in each case, of share options, equity awards, warrants or other right to acquire Common Stock as described in the Registration Statement,
(J) subject to clause (M) below, the exercise of any option, warrant or other rights to acquire shares of Common Stock or other securities, the settlement of any share-settled share appreciation rights, restricted shares or restricted share units, in each case, pursuant to a plan described in the Registration Statement, provided that any such shares of Common Stock received upon such exercise or settlement shall be subject to the terms of this Letter Agreement,
(K) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in each case made to all holders of Common Stock, involving a Change of Control (as defined below), provided that (x) in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Securities shall remain subject to the terms of this Letter Agreement and (y) no such transfer of the Undersigned’s Securities shall be permitted pursuant to this clause (K) if such bona fide third-party tender offer, merger, consolidation or other similar transaction is not approved by the board of directors of the Company, unless either (i) such transfer is required pursuant to mandatory take-over or squeeze-out provisions under applicable law or (ii) the failure to so transfer such Undersigned’s Securities would result in such Undersigned’s Securities being extinguished without value being received by the undersigned,
(L) any transfers of the Undersigned’s Securities arising as a result of the termination of employment of the undersigned and pursuant to employment agreements under which the Company has the option to repurchase the Undersigned’s Securities or a right of first refusal with respect to transfers of the Undersigned’s Securities, provided, that that, in the case of this clause (L), (x) any filing made under Section 16 of the Exchange Act (as defined below) made during the Restricted Period shall clearly indicate in the footnotes thereto that (i) the filing relates to the circumstances described in this clause (L) and (ii) none of the shares of Common Stock were sold by the undersigned, other than such transfers to the Company described in this clause (L) and (y) the undersigned does not otherwise voluntarily effect any other public filing or report regarding such transfers during the Restricted Period,
(M) the sale of shares of Common Stock pursuant to a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act (as defined below) that was established prior to the execution of this Letter Agreement by the undersigned (which may include, for the avoidance of doubt, any shares of Common Stock issued pursuant to the exercise of stock options in connection such sale), provided that any Form 4 filed in accordance with Section 16 of the Exchange Act in connection with any sale described in this clause (M) will include a footnote disclosing that such sale (and any stock option exercised in connection therewith) was made pursuant to a 10b5-1 plan, and
(N) transfers of the Undersigned’s Securities with the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the Underwriters. In addition, with respect to clauses (B) through (J) above, it shall be a condition to such transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or nor any other public announcement filing or disclosure of such transfer by or on behalf of the undersigned or any party (donor, donee, transferor, transferee, distributor or distributee) shall be required or shall be voluntarily made voluntarily in connection with such donation, transfer or distribution during the Restricted Period (other than a filing on a Form 5 or 13F filing made after the expiration of the Lock-up PeriodRestricted Period and any required Schedule 13G (or 13G/A)). If the undersigned is an officer With respect to a transfer or director of the Companydistribution pursuant to clauses (B), the undersigned further agrees that the foregoing provisions (C), (F), (G) and (H), it shall be equally applicable a condition to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer such transfer or director of the Company, (i) distribution that X.X. Xxxxxx Securities LLC receives a signed Letter Agreement for the balance of the Restricted Period from each donee, trustee, distributee, or transferee, as the case may be, provided, however, that in the case of clause (G), the transferee may effect transfers or sales (including on the open market) in the amount of the Undersigned’s Securities necessary to generate such amount of cash needed for payment of taxes, including estimated taxes, due as a result of such transfer in accordance with clause (G) and any remainder of the Undersigned’s Securities held by the transferee after any such transfers or sales will be subject to the signed Letter Agreement for the balance of the Restricted Period. Furthermore, nothing in this Letter Agreement shall be deemed to prevent the undersigned from establishing any contract, instruction or plan (a “Plan”) pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (x) such Plan does not provide for the transfer of Common Stock during the Restricted Period and (y) to the extent a public announcement or filing under the Exchange Act regarding the establishment of such Plan is required by or on behalf of the Underwriters agrees that, at least three business days before the effective date of any release undersigned or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such Plan during the Restricted Period. The undersigned also agrees and any duly appointed consents to the entry of stop transfer instructions with the Company’s transfer agent for and registrar against the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative Undersigned’s Securities except in writing that it does not intend to proceed compliance with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)foregoing restrictions.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will 1. The Selling Stockholders are selling 1,405,217 shares of Class A Common Stock.
2. One of the Selling Stockholders has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 210,783 shares of Class A Common Stock.
3. The public offering price per share for the Shares shall be used by Underwriters to confirm sales] [None] X. X. $68.00. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC BOFA SECURITIES, INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Albany International Corp. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationAlbany International Corp., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Class A common stock, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities (if any) to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, and ;
(C) distributions transfers of shares of Common Stock or any security convertible into Common Stock by will or intestate or by operation of law;
(D) transfers of shares of Common Stock or any security convertible into Common Stock to a corporation, trust, partnership, or limited liability company or other entity that controls or is controlled by, or is under common control with, the undersigned or by members or stockholders of the immediate family of the undersigned,, or to any investment fund or other entity controlled or managed by the undersigned not involving a disposition for value;
(E) transfers of shares of Common Stock or any security convertible into Common Stock to (i) an immediate family member of the undersigned; provided, that or to (ii) the Company (a) deemed to occur upon the “net” or “cashless” exercise of any option outstanding as of the date hereof and having an expiration date during the Restricted Period pursuant to an employee benefit plan disclosed in the Registration Statement or (b) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of Common Stock under restricted stock units or restricted stock awards, in each case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter an employee benefit plan disclosed in the form Registration Statement; and
(F) sales of shares of Common Stock pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act and in effect on the date of this paragraphLetter Agreement; and provided, further, that in provided neither the case of Company nor the undersigned is required to make or voluntarily effect any transfer public filing or distribution pursuant to clause (B) report with the SEC or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with regarding any such transfer or distribution sale (other than a filing on a Form 4 or Form 5 that expressly states that such sale is made after pursuant to a trading plan established pursuant to Rule 10b5-1 under the expiration of the Lock-up PeriodExchange Act). If ; provided, further that the undersigned is an officer or director of may, if permitted by the Company, establish a trading plan meeting the undersigned further agrees that requirements of Rule 10b5-1 under the foregoing provisions Exchange Act if no sales or other transactions occur under such plan and no public disclosure of such plan shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer required or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon made during the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).Restricted Period;
Appears in 1 contract
Samples: Underwriting Agreement (Albany International Corp /De/)
Pricing Information Provided Orally by Underwriters. Public Offering Price: $[set out key information included in script that will be used by Underwriters to confirm sales●] Number of Underwritten ADSs: [None●] X. X. Number of Option ADSs: [●] FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXX XXXXX & CO. LLC XXXXX AND COMPANY, LLC BARCLAYS CAPITAL INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to defined below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/x Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282-2198 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, New York 10022 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 Ladies and Gentlemen: The undersigned is a director, officer or record or beneficial owner of ordinary shares, nominal value £0.10 per share (the “Ordinary Shares”), of Orchard Therapeutics plc (the “Company”). The undersigned understands that you, as representative Representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters, of common stock, par value $0.0001 per share American Depository Shares (“Common StockADSs”), ) of the Company representing ordinary shares nominal value £0.10 per share (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby xxxxxx agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)Related Securities, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Ordinary Shares, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) the deposit of Ordinary Shares with the depositary, in exchange for the issuance of ADSs, or the cancellation of ADSs in exchange for the issuance of Ordinary Shares; provided that such ADSs or Ordinary Shares issued pursuant to this clause (B) held by the undersigned shall remain subject to the terms of this Agreement;
(C) sales or transfers of shares ADSs or Ordinary Shares acquired in the Public Offering or in open market transactions on or after the consummation of Common Stock the Public Offering;
(D) transfers of Ordinary Shares or Related Securities (i) as a bona fide gift or gifts, (ii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value or (iii) pursuant to a court order in respect of, or by operation of law as a result of, a divorce, in a transaction not involving disposition for value;
(E) if the undersigned is (i) an individual, transfers of Ordinary Shares or Related Securities in a transaction not involving a disposition for value to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes, (ii) a corporation, limited liability company, partnership (whether general, limited or otherwise) or other entity, distributions of Ordinary Shares or Related Securities to current or former members, stockholders, limited partners, general partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity that controls or manages the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) not involving a disposition for value, or (iii) a trust, distributions of Ordinary Shares or Related Securities to its beneficiaries in a transaction not involving a disposition for value;
(F) the exercise of an option or other equity award to purchase Ordinary Shares or ADSs, as applicable, which are set to expire during the Restricted Period and have been granted under any of the Company’s or Orchard’s current or future equity incentive plans or equity purchase plans described in the Prospectus and any transfers or dispositions of ADSs, Ordinary Shares or other securities to the Company in connection with the exercise of any such option or equity award; provided that any such ADSs or Ordinary Shares received by the undersigned shall be subject to the terms of this Letter Agreement;
(CG) distributions any transfer or disposition in connection with a change of control (it being further understood that this Letter Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender ADSs, Ordinary Shares or other securities of the Company in, any such transaction or taking or not taking any other action in connection with any such transaction); provided that in the event that the acquisition, merger, consolidation or other transaction in connection with such change of control is not completed, the ADSs or Ordinary Shares owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement;
(H) the entering into by the undersigned of a written trading plan (“Rule 10b5-1 Plan”) pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the Restricted Period, provided that no sales or transfers of shares of Common Stock the undersigned’s ADSs or Ordinary Shares shall be made pursuant to members such Rule 10b5-1 Plan prior to the expiration of the Restricted Period and no filing under the Exchange Act or stockholders other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith without the permission of the Representatives, prior to the expiration of the Restricted Period; and
(I) the sale or transfer of the undersigned,’s ADSs or Ordinary Shares pursuant to a 10b5-1 Plan adopted prior to the date hereof under which shares of ADSs or Ordinary Shares may be sold or transferred during the Restricted Period, which trading plan shall not be amended during the Restricted Period but may be terminated during the Restricted Period, provided that no filing under the Exchange Act or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith without the permission of the Representatives, prior to the expiration of the Restricted Period; provided, provided that in the case of any transfer or distribution pursuant to clause clauses (BD), (E) or (CG), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) D), (E), or (CG), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)distribution.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price per share for the Shares is $19.80. Number of Shares purchased by the Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES is 7,576,000. FORM OF LOCK-UP AGREEMENT SVB LEERINK LLC EVERCORE GROUP L.L.C. CANTOR XXXXXXXXXX & CO. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities SVB Leerink LLC 000 Xxxxxxx 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Cantor Xxxxxxxxxx & Co. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned undersigned, a stockholder of Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities SVB Leerink LLC and Evercore Group L.L.C. on behalf of the Underwriters, the undersigned will not, not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to) during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)) or (4) publicly disclose the intention to do any of the foregoing, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned,, (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus (including the documents incorporated by reference) in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, and (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clause (B) or clauses (C), each donee or distributee (D), (E), (F), (G) and (J), such transfer shall execute and deliver to the Representative not involve a lock-up letter in the form of this paragraphdisposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or through (CJ), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If Further, a transfer of Securities to the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions Company in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC any contractual arrangement in effect on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and Prospectus that provides for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives repurchase of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective ’s shares by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), termination of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection undersigned’s employment or other services with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).the
Appears in 1 contract
Samples: Underwriting Agreement (Crinetics Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] Public Offering Price: $19.60 Underwriters’ Purchase Price: $18.816 Number of Firm Shares: 15,307,000 Overallotment: 2,296,050 Net proceeds before expenses (excluding shoe): $300,017,200 X. X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC XXXXXXXXX & COMPANY, INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx & Company, Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationARIAD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Public Offering are referred to herein as the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (such period, the “ProspectusLock-Up Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving a disposition for value, or (C) distributions transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of shares of Common Stock to members or stockholders the immediate family of the undersigned,; providedprovided that, that in the case of any transfer or distribution pursuant to clause (A), (B) ), or (C), each (a) the donee or distributee transferee shall execute and deliver to the Representative Representatives a lock-up letter substantially in the form of this paragraph; hereof and provided, further, that in the case of any transfer or distribution pursuant to clause (Bb) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”5).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will Price per share: $28.00 Number of Underwritten Shares to be used sold by Underwriters the Company: 12,500,000 Number of Option Shares to confirm sales] [None] X. X. be sold by the Company: 1,875,000 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXX XXXXX & CO. LLC XXXXX AND COMPANY, LLC SVB SECURITIES LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10179 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, NY 10282 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, NY 10022 c/o SVB Securities LLC 00 Xxxxx Xxxxxx, 40th Floor Boston, MA 02109 Ladies and Gentlemen: The undersigned understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationGuardant Health, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.00001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, subject to the exceptions set forth in this letter agreement (this “Letter Agreement”), during the period commencing beginning on the date hereof of this Letter Agreement and ending 180 60 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) engage in any hedging or other transactions designed or intended to lead to or result in, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise, (3) 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 Stock, or (and, for 4) publicly disclose the avoidance intention to do any of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)foregoing, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock as a bona fide gift or gifts, and ;
(C) distributions of shares of Common Stock to members partners, members, beneficiaries (or the estates thereof) or stockholders of the undersigned,;
(D) to any trust for the direct or indirect benefit of the undersigned or the immediate family (as defined below) of the undersigned;
(E) to any corporation, partnership, limited liability company, trust or other entity that controls, or is controlled by or is under common control with, the undersigned or the immediate family of the undersigned or is otherwise a direct or indirect affiliate (as defined (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended);
(F) by testate succession or intestate succession to a legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that any filing under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily during the Restricted Period in connection with such transfer or disposition;
(G) by operation of law, including pursuant to an order of a court (including a domestic order or a negotiated divorce settlement) or regulatory agency, provided that any filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily during the Restricted Period in connection with such transfer or disposition; providedor
(H) pursuant to a merger, consolidation or other similar transaction or bona fide third party tender offer made to all holders of the Company’s capital stock involving a Change of Control of the Company (including voting in favor of any such transaction or taking any other action in connection with such transaction), that, in each case, has been approved by the board of directors of the Company, provided that in the event that such transaction is not completed, the undersigned’s Common Stock and securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to the restrictions contained in this Letter Agreement, and provided further that “Change of Control” shall mean the transfer, in one transaction or in a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity); provided that in the case of any transfer or distribution pursuant to clause clauses (B) or (CB)–(F), each transferee, donee or distributee distributee, as applicable, shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphLetter Agreement and such transfer or distribution shall not involve a disposition for value; and provided, further, provided further that in the case of any transfer or distribution pursuant to clause clauses (B) or (CB)–(E), no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the undersigned is an officer For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or director of the Companyadoption, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offeringnot more remote than first cousin. If the undersigned is an officer or director of the CompanyIn addition, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).to:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public offering price per share: 285.00 Number of Underwritten Shares: 1,100,000 Number of Option Shares: 165,000 Written Testing-the-Waters Communications Investor Presentation dated September 3, 2024 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 XXXXXXX XXXXX & CO. LLC 000 Xxxx Xxxxxx New York, New York 10282 As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationCSW Industrials, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.01 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) to any immediate family member of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iii) by will or intestacy,
(iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust,
(v) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cvi) distributions to a nominee or custodian of shares a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above,
(vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of Common Stock 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or stockholders shareholders of the undersigned,; provided
(viii) by operation of law, that in the case of any transfer or distribution such as pursuant to clause a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(Bix) or (C), each donee or distributee shall execute and deliver to the Representative Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(x) as part of a locksale of the undersigned’s Lock-up letter Up Securities acquired in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made open market transactions after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in closing date for the Public Offering. If the undersigned is an officer or director of the Company, ,
(ixi) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify to the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) vesting, settlement, or exercise of shares of common stockrestricted stock units, $0.0001 par value per share (the “Common Stock”)options, of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Public Offering Price: $67.00 per Share Number of Underwritten Shares: 7,089,553 Number of Option Shares: 1,063,433 FORM OF LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC Xxxxxxx Sachs & Co. LLC Xxxxx and Company, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationAgios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 45 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, and (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned,undersigned and (F) the exercise of options to purchase shares of Common Stock granted under a stock incentive plan described in the Prospectus, provided that the underlying Common Stock issued upon such exercise continues to be subject to the restrictions set forth in this Letter Agreement on the terms set forth herein; provided, provided that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B) or ), (C), (D) or (E) each transferee, donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (CE), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock45-up Periodday period referred to above). If For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the undersigned is an officer or director of the Companyrestrictions imposed by this Letter Agreement, the undersigned further agrees that may, without the foregoing provisions shall be equally applicable to any Company-directed prior written consent of X.X. Xxxxxx Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the CompanyLLC and Xxxxxxx Sachs & Co. LLC, (i) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 45-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that, except as expressly specified in subsection (iv)(2) below, such plan does not provide for any transfers of Common Stock during the 45-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, that, except as expressly specified in subsection (iv)(2) below, no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) transfer or dispose of shares of Common Stock acquired on the open market following the Public Offering, provided that no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on Form 5 made after the expiration of the 45-day period referred to above) and (iv) transfer shares of Common Stock pursuant to sales in the public market undertaken by the undersigned under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (1) such trading plan shall have been in effect prior to the date hereof or (2) no shares are transferred pursuant to such trading plan prior to the 45th day after the date of the Prospectus and the aggregate number of shares transferred in the aggregate by the undersigned pursuant to this clause (iv)(2) and all other shareholders pursuant to the corresponding exception in their letter agreement with the Representatives relating to the offering does not exceed 50,000 shares during the period commencing on the date ending 45 days after the date of the Prospectus and ending at the expiration of the 45-day restricted period, and provided, further, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act. X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, on behalf of the Underwriters agrees agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, Company and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The This Letter Agreement shall automatically terminate and the undersigned shall be released from all obligations under this letter agreement ifLetter Agreement upon the earliest to occur, if any, of: (ia) either the Company, on the one hand, or either the Representatives, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement does Agreement, that they have determined not become effective by September 30to proceed with the Public Offering, 2015; (iib) if termination of the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery the sale of any of the Common Stock Securities to be sold thereunder; or the Underwriters and (iiic) the Company notifies the Representative in writing that it does not intend to proceed registration statement filed with the Commission with respect to the Public OfferingOffering is withdrawn. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing Name: Title: FORM OF LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC Xxxxxxx Sachs & Co. LLC Xxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an individual capacity: Name of Authorized Signatory Underwriting Agreement (Printthe “Underwriting Agreement”) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.0001 par value per share of the Company (the “Common StockSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) such period, the “Restricted Period”), of the Company and the lock-up letter dated (1) offer, 2014 (the “Lock-up Letter”)pledge, executed by you in connection with such offeringsell, and your request for a [waiver] [release] dated contract to sell, 2015sell any option or contract to purchase, with respect 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 (the “Shares”).common
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Number of Underwritten Shares: 11,000,000 Number of Option Shares: 1,650,000 Public Offering Price: $21.00 per Share X.X. Xxxxxx Securities LLC Evercore Group L.L.C. Xxxxx Fargo Securities, LLC Citigroup Global Markets, Inc. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 c/x Xxxxx Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx, 14th Floor New York, New York 10001 c/o Citigroup Global Markets, Inc. 000 Xxxxxxxxx Xxxxxx New York, New York 10013 Re: Archrock, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationArchrock, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”)0.01, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 45 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.01 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided, provided that (A) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and providedLetter Agreement, further, that (B) in the case of any transfer or distribution pursuant to clause (Ba) or (Ci), (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If Restricted Period referred to above) and (C) in the undersigned is an officer case of any transfer or director distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that The public offering price per share for the Shares is $23.00. The number of Shares purchased by the Underwriters is 608,696. The settlement date will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES March 19, 2018. March 15, 2018 BB&T Capital Markets, a division of BB&T Securities, LLC 000 Xxxx Xxxx Xxxxxx, Suite 300 Richmond, Virginia 23219 Xxxxxx Xxxxxxxxxx Xxxxx LLC 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxRe: RGC Resources, XX 00000 Inc. - Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationRGC Resources, Inc., a Delaware Virginia corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.0001 5.00 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. BB&T Capital Markets, a division of BB&T Securities, LLC and Xxxxxx Securities LLC Xxxxxxxxxx Xxxxx LLC, on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).other
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Price per share: $[set out key information included in script that will be used by Underwriters to confirm sales●] Number of Underwritten Shares: [None●] X. X. Number of Option Shares: [●] X.X. XXXXXX SECURITIES LLC BOFA SECURITIES, INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Guardant Health, Inc. -Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationGuardant Health, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.00001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and BofA Securities, Inc. on behalf of the Underwriters, the undersigned will not, subject to the exceptions set forth in this letter agreement (this “Letter Agreement”), during the period commencing beginning on the date hereof of this Letter Agreement and ending 180 75 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in the Public Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock as a bona fide gift or gifts, and ;
(C) distributions of shares of Common Stock to members partners, members, beneficiaries (or the estates thereof) or stockholders of the undersigned,;
(D) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(E) to any corporation, partnership, limited liability company, trust or other entity that controls, or is controlled by or is under common control with, the undersigned or the immediate family of the undersigned or is otherwise a direct or indirect affiliate (as defined (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended);
(F) by testate succession or intestate succession to a legal representative, heir, beneficiary or a member of the immediate family of the undersigned, provided that any filing under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily during the Restricted Period in connection with such transfer or disposition;
(G) by operation of law, including pursuant to an order of a court (including a domestic order or a negotiated divorce settlement) or regulatory agency, provided that any filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily during the Restricted Period in connection with such transfer or disposition; providedor
(H) pursuant to a merger, consolidation or other similar transaction or bona fide third party tender offer made to all holders of the Company’s capital stock involving a Change of Control of the Company (including voting in favor of any such transaction or taking any other action in connection with such transaction), that, in each case, has been approved by the board of directors of the Company, provided that in the event that such transaction is not completed, the undersigned’s Common Stock and securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to the restrictions contained in this Letter Agreement, and provided further that “Change of Control” shall mean the transfer, in one transaction or in a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity); provided that in the case of any transfer or distribution pursuant to clause (B) or (CB)-(G), each transferee, donee or distributee distributee, as applicable, shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphparagraph and such transfer or distribution shall not involve a disposition for value; and provided, further, provided further that in the case of any transfer or distribution pursuant to clause (B) or (CB)-(E), no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. The undersigned is an officer or director of the Company, the undersigned further acknowledges and agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities precludes the undersigned may purchase from engaging in the Public Offering. If the undersigned is an officer any hedging or director of the Companyother transactions designed or intended to lead to or result in, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees thator which could reasonably be expected to lead to or result in, at least three business days before the effective date a sale or disposition of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of someone other than the undersigned. The undersigned In addition, the foregoing restrictions shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).apply to:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm salesPublic Offering Price per share, the total number of Underwritten Shares and the total number of Option Shares.] [None] . Xxxxxxxx X. Xxx, M.D. Xxxxxxx Xxxxxx Xxxx Xxxxxxx, M.D. Xxxxxxx X. XXXXXX SECURITIES Xxxxxxx Xxxxx Xxxxxxx, Ph.D. Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx, Ph.D. Xxxxx Xxxxxx, M.D. Xxxx-Xxxxxx Xxxxxxx, Ph.D. Xxxxxx Xxxxxxxxx, Ph.D. City Hill Venture Partners I, LLC , 2014 Leerink Partners LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative of the several Underwriters (the “Representative”) of the several Underwriters), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationIgnyta, Inc., a Delaware Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par value $0.0001 per share (the “Common Stock”), ) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days (the “Lock-up Up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock, other than in connection with the Company’s existing Registration Statement on Form S-1 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefitFile No. 333-192956), in each case other than than:
(A) the any Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock as a bona fide gift or gifts, and ;
(C) transfers or distributions of shares of Common Stock to limited or general partners, members or stockholders or direct or indirect affiliates of the undersigned,; provided, including funds or other entities under common control or management with the undersigned;
(D) transfers of shares of Common Stock to any immediate family member, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or any of their successors upon death or any partnership or limited liability company the partners or members of which consist of the undersigned and one or more members of the undersigned’s immediate family, provided that such transfers shall not involve a disposition of value;
(E) transfers of shares of Common Stock to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, or by operation of law, including domestic relations orders;
(F) transfers of shares of Common Stock to the Company (i) for the primary purpose of satisfying any tax or other governmental withholding obligation with respect to shares of Common Stock issued upon the exercise of an option or warrant (or upon the exchange of another security or securities) outstanding on or prior to the date of the Prospectus, or issued under an employee equity or benefit plan in existence on or prior to the date of the Prospectus, or (ii) in connection with repurchase of shares of Common Stock or other securities issued pursuant to an existing employee benefit plan, pursuant to any contractual arrangement in effect on the date of this Letter Agreement, or in connection with a termination or separation from employment or other services with the Company in effect on the date of this Letter Agreement;
(G) dispositions of shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock acquired in open market transactions after the completion of the Public Offering;
(H) the transfer of shares of Common Stock or other securities 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 of the Company, provided that in the case event that such tender offer, merger, consolidation or other such transaction is not completed, such shares or other Securities held by the undersigned shall remain subject to the provisions of any transfer or distribution this Letter Agreement; and
(I) the establishment of a trading plan pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lockRule 10b5-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) 1 under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after for the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any provided that such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will plan does not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and provide for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (during the “Shares”)Lock-Up Period and no filing or other public announcement regarding such plan shall be required or voluntarily made during the Lock-Up Period.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] Annex B [None] , 2014 X. X. XXXXXX SECURITIES LLC XXXXXXX, SACHS &CO. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned undersigned, a stockholder of Sage Therapeutics, Inc., a Delaware corporation (the “Company”), understands that you, as representative (the “Representative”) Representatives of the several UnderwritersUnderwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 per share (“Common Stock”)par value, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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. The foregoing restrictions (including any restrictions relating to Common Stock issued or issuable upon the conversion, exercise or vesting of any security convertible into or exercisable or exchangeable for Common Stock) shall not apply to:
(andA) sales of securities acquired in the Public Offering or open market transactions after the date of the Public Offering;
(B) transfers of securities (i) as a bona fide gift or gifts or (ii) by will or intestacy to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value;
(C) if the undersigned is an individual, transfers of shares of Common Stock or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes;
(D) if the undersigned is a trust, distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to its beneficiaries in a transaction not involving a disposition for value;
(E) if the undersigned is a corporation, limited liability company, partnership or other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to current or former members, stockholders, limited partners , subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned hereby waives any and all notice requirements and rights or who shares a common investment advisor with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is undersigned) in a party or under which the undersigned is entitled to any right or benefit), in each case other than transaction not involving a disposition for value;
(AF) the Securities to be sold receipt by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift in connection with the conversion of the outstanding preferred stock of the Company upon the consummation of the Public Offering into shares of Common Stock, provided that any such shares of Common Stock received upon such conversion shall be subject to the terms of this agreement (this “Letter Agreement”);
(G) transfers to the Company pursuant to agreements under which the Company has the option to repurchase such shares or giftssecurities upon termination of service of the undersigned, and provided that the repurchase price for any such shares or securities shall not exceed the original purchase price paid by the undersigned to the Company for such shares or securities;
(CH) distributions the receipt by the undersigned from the Company of shares of Common Stock to members upon the exercise of options or stockholders warrants, provided that any such shares of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee Common Stock received upon such exercise shall execute and deliver be subject to the Representative a lock-up letter in the form terms of this paragraph; and provided, further, Letter Agreement;
(I) the establishment of a trading plan that in satisfies the case requirements of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution amended (other than a filing on a Form 5 made after the expiration of “Exchange Act”) for the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. provided that there will be no transfer of shares of the undersigned’s Common Stock during the 180-day restricted period referred to above and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission (the “SEC”) or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person during the 180-day restricted period;
(J) a transfer of Common Stock by the undersigned with the prior written consent of X. X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf the Underwriters; or
(K) a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Underwriters will notify the Company Common Stock involving a change of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date control of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for provided that in the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants event that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred tender offer, merger, consolidation or agreed to be conferred and any obligations of other such transaction is not completed, the Common Stock owned by the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard remain subject to the conflict restrictions contained in this Letter Agreement. For purposes of laws principles thereof. Very truly yoursthis Letter Agreement, Name “change of Security Holder (Print exact name) By: Signature If not signing control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, in an individual capacity: Name each case, approved by the board of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), directors of the Company and the lock-up letter dated , 2014 result of which is that any “person” (as defined in Section 13(d)(3) of the “Lock-up Letter”Exchange Act), executed by you or group of persons, other than the Company, becomes the beneficial owner (as defined in connection with such offering, Rules 13d-3 and your request for 13d-5 of the Exchange Act) of a [waiver] [release] dated , 2015, with respect to shares majority of Common Stock (total voting power of the “Shares”).voting stock of the Company;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Public Offering Price: $[set out key information included in script that will be used by Underwriters to confirm sales·] per Share Number of Underwritten Shares: [None·] Number of Option Shares: [·] Annex A-1 Annex C-1 X. X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwritersan Underwriter, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationDova Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.001 par value $0.0001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC (“Lock-up Agents”) on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, and (B) transfers of shares of Common Stock Stock:
(i) as a bona fide gift or giftsgifts or by will, and testamentary document or intestate succession,
(Cii) distributions to any trust for the direct or indirect benefit of shares of Common Stock to members the undersigned or stockholders the immediate family of the undersigned,
(iii) to partners, members, stockholders or trust beneficiaries of the undersigned,
(iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to any direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or any investment fund or other entity that controls the undersigned,
(v) solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement,
(vi) to the Company pursuant to agreements under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares upon termination of service of the undersigned, or
(vii) 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 of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction); provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this Letter Agreement; provided, that in the case of any transfer or distribution pursuant to clause (B) (other than in the case of a transfer described in clause (B)(vi) or (Cvii)), each donee donee, distributee, transferee or distributee recipient of shares of Common Stock shall execute and deliver to the Representative Lock-up Agents a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), (1) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than than, in the case of a transfer described in (B)(iii) or (iv) above that is made for tax purposes, or in clause (B)(vi) or (vii), a required filing on a Form 5 made after the expiration under Section 16 of the Lock-up Period). If Exchange Act and such filing shall briefly note the undersigned is an officer or director of applicable circumstances that cause the Company, the undersigned further agrees applicable exception to this Letter Agreement to apply and explain that the foregoing provisions shall be equally applicable filing relates solely to any Company-directed Securities transfers or distributions falling within the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (irelevant exception) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director transfer shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit involve a transfer not disposition for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement value (other than in the provisions thereof which survive terminationcase of a transfer described in clause (B)(vi) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”vii), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Dova Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set Set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationTriNet Group, Inc., a Delaware corporation (the “Company”), and, if applicable, the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “ProspectusLock-Up Period”), (1) 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 (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which that may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, or (3) 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 (and, for without the avoidance prior written consent of doubt, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Underwriters, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) transfers by will or under the laws of descent, (D) distributions of shares of Common Stock to members members, partners, or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (BE) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable transfers to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and trust for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration direct or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations indirect benefit of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives any immediate family member of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: , (iF) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery sales of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).Common
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC Price per Share: $56.00 Number of Shares: 1,785,714 Underwritten Shares, plus 267,857 Option Shares FORM OF LOCK-UP AGREEMENT , 2024 BOFA SECURITIES, INC. As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxBofA Securities, XX 00000 Inc. One Bryant Park New York, NY 10036 Re: RxSight, Inc. — Underwritten Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationRxSight Inc., a Delaware corporation (the “Company”), providing for the public underwritten offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC BofA Securities, Inc., on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, in each case subject to the exceptions set forth below, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business sixty (60) days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “ProspectusProspectus Supplement”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of the undersigned’s ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. For the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities in connection with the Offering pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit). Notwithstanding the foregoing, in each case other than (A) the Securities to be sold by the undersigned pursuant to may:
(a) transfer the Underwriting Agreement, if any, undersigned’s Lock-Up Securities:
(Bi) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes, including a bona fide gift to a charitable organization, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
(ii) by will, other testamentary document, or intestacy,
(iii) to any trust or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to any immediate family member,
(v) to any corporation, partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are directly or indirectly the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cvi) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above,
(vii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned or who shares a common investment advisor with the undersigned (including, for the avoidance of Common Stock doubt, where the undersigned is a partnership, to members its general partner, limited partner, managing member, manager, member, employee, officer or stockholders director of such entity or any trust for the benefit of any of the foregoing or any affiliate or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members, limited partners or shareholders of the undersigned,; provided
(viii) by operation of law, that in the case of any transfer or distribution such as pursuant to clause a qualified domestic order, divorce settlement, divorce decree, separation agreement, or court order,
(Bix) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, Company from an employee or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration service provider of the Lock-up Period). If the undersigned is an officer Company upon death, disability or director termination of the Companyemployment or other service relationship, the undersigned further agrees that the foregoing provisions shall be equally applicable in each case, of such employee or other service provider,
(x) to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) vesting, settlement, or exercise of shares of common stockrestricted stock units, $0.0001 par value per share (the “Common Stock”)options, of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used Price to Public: As to each investor, the price paid by Underwriters to confirm sales] [such investor. Not applicable. None] . Xxxxxx X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below Xxxxx & Co. Incorporated c/o Xxxxxx X. X. Xxxxxx Securities LLC Xxxxx & Co. Incorporated 000 Xxxxxxx Xxxxxx Xxx XxxxXxxx Xxxxxxxxx Xxxxxx, XX 00000 Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 Re: Fox Factory Holding Corp. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters, you and Xxxxxx X. Xxxxx & Co. Incorporated propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationFox Factory Holding Corp., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) ), by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”)par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxx X. X. Xxxxxx Securities LLC on behalf of the UnderwritersXxxxx & Co. Incorporated, the undersigned will not, during the period commencing on the date hereof and ending 180 45 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or dispositiondisposition (collectively, the “Lock-Up Securities”), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesthe Lock-Up Securities, in cash or otherwise or (3) 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 (and, for the avoidance Lock-Up Securities without the prior written consent of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Xxxxxx X. Xxxxx & Co. Incorporated, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock the Lock-Up Securities as a bona fide gift or gifts, and (C) distributions transfers of shares of Common Stock the Lock-Up Securities as a distribution to direct or indirect affiliates, limited partners, members or stockholders shareholders of the undersigned,, (D) transfers of Lock-Up Securities to the undersigned or any immediate family member, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or any of their successors upon death or any partnership or limited liability company, the partners or members of which consist of such Selling Stockholder and one or more members of the undersigned’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) and such transfer does not involve a disposition for value, (E) transfers of Lock-Up Securities to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, (F) transfers of Lock-Up Securities to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned and (G) pledges of Lock-Up Securities (including transfer in connection with any such pledges) in favor of lenders under the undersigned’s credit facilities in existence as of the date hereof; provided, provided that in the case of any transfer or distribution pursuant to clause clauses (B) or ), (C), (D), (E), (F) and (G), each donee donee, transferee or distributee shall execute and deliver to the Representative Xxxxxx X. Xxxxx & Co. Incorporated a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (F) or (CG), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, 1934 as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock45-up Period). day period referred to above)[;and provided further that none of the foregoing shall apply to the proposed transactions listed on Schedule A attached hereto, subject to the conditions provided therein] To list exceptions, if applicable, as agreed among the parties.. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the CompanyIn addition, nothing in this Letter Agreement shall prohibit (iA) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of exercising any release or waiver of the foregoing restrictions in connection with a transfer of option to purchase shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf or receiving any awards, granted or vested under any equity incentive plan of the Underwriters will notify Company; provided that any Common Stock received upon such exercise, or any awards to be received or vested, shall be subject to this Letter Agreement (except with respect to the transfer of Common Stock or awards to the Company deemed to occur upon the cashless exercise of such options or the withholding of Common Stock or dispositions of shares of Common Stock to the Company to satisfy tax withholding obligations in connection with the exercise of options to purchase Common Stock or receipt or vesting of awards under any equity incentive plan of the impending release or waiverCompany; provided that, if the undersigned is required to file a report under the 1934 Act, reporting a reduction in beneficial ownership of shares of Common Stock during the term of this lock-up agreement related to such disposition of shares of Common Stock to the Company by the undersigned solely to satisfy tax withholding obligations, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of tax withholding obligations of the undersigned in connection with the exercise of options to purchase Common Stock), (B) any transactions effectuated pursuant to a Rule 10b5-1 trading plan existing on the date hereof and any related filings in connection with such transaction as required under the Exchange Act and (iiC) establishing a new Rule 10b5-1 trading plan during the Company has agreed in 45-day period; provided that for any new Rule 10b5-1 trading plan established pursuant to this clause (C) during the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if 45-day period, (a) no transactions thereunder are made until after the release or waiver is effected solely to permit a transfer not for consideration expiration of the 45-day period and (b) no public disclosure of such plan shall be required or voluntarily made until after the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time expiration of the transfer45-day period. In furtherance of the foregoing, the Company, and Notwithstanding any duly appointed transfer agent for the registration or transfer of the securities described other provision contained herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successorspermitted to make transfers pursuant to a bona fide third party tender offer, assignsmerger, heirs consolidation or personal representatives of the undersigned. The undersigned shall be released from other similar transaction made to all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery holders of the Common Stock to be sold thereunder; or involving a change of control (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”as defined below) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).the
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Price per Share: $[set out key information included in script that will be used by Underwriters to confirm sales●] Number of Shares: [None●] X. X. Underwritten Shares plus [●] Option Shares Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.00001 per share (“Common Stock”)par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 days (on, but including, the “Lock-up Period”) 90th day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.00001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).be
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used As to each investor, the price paid by such investor. The Company is selling 10,600,000 Underwritten Shares. The Company has granted an option to the Underwriters to confirm sales] [purchase up to an additional 1,590,000 Option Shares.
1. None] X. X. XXXXXX SECURITIES . Wxxxx Fargo Securities, LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. 500 Xxxx 00xx Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10001 Re: Ventas, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative the Underwriter (the “Representative”) of the several Underwritersdefined below), propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationVentas, Inc, a Delaware corporation (the “Company”), and Wxxxx Fargo Securities, LLC and Wxxxx Fargo Bank, National Association, in their capacities as forward seller and forward purchaser, respectively, providing for the public offering (the “Public Offering”) by the several Underwriters underwriter named in Schedule 1 A to the Underwriting Agreement (the “UnderwritersUnderwriter”), of up to 12,190,000 shares (inclusive of the Underwriter’s option to purchase additional shares) of common stock, par value $0.0001 0.25 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the UnderwritersWxxxx Fargo Securities, LLC, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business thirty (30) days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (such period, the “ProspectusLock-Up Period”), (1) 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, 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 (including, including without limitation, shares of Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations regulation of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)) (collectively, the “Lock-Up Securities”) or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise. The foregoing sentence shall not apply to (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (Ba) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If Up Securities by will or intestacy upon the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations death of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does in a transaction not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment involving a disposition for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).value;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Price per Share: $18.00 Number of Underwritten Shares: 6,944,445 Number of Option Shares: 1,041,666 Form of Lock-up Agreement X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC Xxxxx and Company, LLC Guggenheim Securities, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 c/x Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, New York 10022 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Ladies and Gentlemen: The undersigned understands that you, as representative the Representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationDeciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, $0.01 par value $0.0001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein in this agreement (this “Lock-Up Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwriters, that the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this Lock-Up Agreement and ending 180 90 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or otherwise, (3) 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 or (and4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transactions or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any of the Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the avoidance of doubtUndersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned hereby waives any may transfer the Undersigned’s Shares without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and all notice requirements Xxxxx and rights with respect to the registration of any securities pursuant to any agreementCompany, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), LLC in each case other than connection with:
(A) the any Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ,
(B) transfers of shares of Common Stock the Undersigned’s Shares as a bona fide gift or gifts, and provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein,
(C) distributions if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the undersigned may transfer the Undersigned’s Shares (x) to another corporation, partnership, limited liability company, trust or other affiliate as defined in Rule 405 promulgated under the Securities Act of 1933, as amended, of the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) or (y) as part of a distribution without consideration by the undersigned to its stockholders, partners, members or other equity holders, provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Undersigned’s Shares subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such Undersigned’s Shares except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value,
(D) sales or other transfers of the Undersigned’s Shares acquired in the Public Offering, or transactions relating the Undersigned’s Shares acquired in open market transactions after the date of the Underwriting Agreement for the Public Offering,
(E) transfers of the Undersigned’s Shares to any member of the immediate family of the undersigned or any trust or other legal entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to any beneficiary (including such beneficiary’s estate) of the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth in this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value (for purposes hereof “immediate family” shall mean any relationship by blood, domestic partnership, marriage or adoption, nor more removed than first cousin),
(F) transfers of the Undersigned’s Shares by will or intestate succession upon the death of the undersigned,
(G) transfers of the Undersigned’s Shares by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement,
(H) the surrender or forfeiture of the Undersigned’s Shares to the Company to satisfy (x) tax withholding obligations upon exercise or vesting or (y) the exercise price upon a cashless net exercise, in each case, of share options, equity awards, warrants or other right to acquire Common Stock pursuant to the Company’s equity incentive plans as described in the Registration Statement,
(I) the exercise of any option, warrant or other rights to acquire shares of Common Stock or other securities, the settlement of any share-settled share appreciation rights, restricted shares or restricted share units or the conversion of any convertible security into Common Stock, provided that the underlying Common Stock or other securities continue(s) to members be subject to the restrictions of this Lock-Up Agreement,
(J) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or stockholders other similar transaction in each case made to all holders of Common Stock, involving a Change of Control (as defined below), provided that (x) in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the terms of this Lock-Up Agreement and (y) no such transfer of Common Stock or other Undersigned’s Shares shall be permitted pursuant to this clause (J) if such bona fide third-party tender offer, merger, consolidation or other similar transaction is not approved by the board of directors of the Company, unless either (i) such transfer is required pursuant to mandatory take-over or squeeze-out provisions under applicable law or (ii) the failure to so transfer such Undersigned’s Shares would result in such Undersigned’s Shares being extinguished without value being received by the undersigned,; provided, that in
(K) any transfers of the case Undersigned’s Shares to the Company arising as a result of any transfer or distribution the termination of employment of the undersigned and pursuant to clause employment agreements under which the Company has the option to repurchase the Undersigned’s Shares or a right of first refusal with respect to transfers of the Undersigned’s Shares,
(L) transfers of the Undersigned’s Shares made pursuant to a contract, instruction or plan adopted pursuant to Rule 10b5-1 of the Exchange Act (a “Plan”) prior to the date hereof, provided that (1) no amendment shall be made to any such existing Plan during the Restricted Period, and (2) any filing under Section 16(a) of the Exchange Act that is made in connection with any such sales during the Restricted Period shall state that such sales have been executed under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, or
(M) transfers of the Undersigned’s Shares with the prior written consent of the X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Xxxxx and Company, LLC on behalf of the Underwriters. In addition, with respect to clauses (B) or through (C)I) above, each donee or distributee it shall execute and deliver be a condition to the Representative a lock-up letter in the form of this paragraph; and provided, further, such transfer that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or amended (the “Exchange Act”) nor any other public announcement filing or disclosure of such transfer by or on behalf of the undersigned shall be required or shall be voluntarily made voluntarily in connection with such transfer or distribution during the Restricted Period (other than a filing on a Form 5 made after the expiration of the Restricted Period and any required Schedule 13G (or 13G/A) or 13F (or 13F/A) filing, provided that such filing clearly indicates in the footnotes thereto an explanation of the type of transaction giving rise to the change in ownership and, with respect to clauses (B), (C), (E) and (I), that the footnotes thereto also indicate the securities so transferred or distributed are subject to this Lock-up PeriodUp Agreement). If Furthermore, nothing in this Lock-Up Agreement shall be deemed to prevent the undersigned from establishing a Plan, provided that (x) such Plan does not provide for the transfer of Common Stock during the Restricted Period and (y) to the extent a public announcement or filing under the Exchange Act regarding the establishment of such Plan is an officer required of or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer voluntarily made by or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release undersigned or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration such announcement or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute filing shall include a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard statement to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares effect that no transfer of Common Stock (may be made under such Plan during the “Shares”)Restricted Period.
Appears in 1 contract
Samples: Underwriting Agreement (Deciphera Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Public offering price: $7.50 per share Number of shares: 8,000,000 Option Shares: 1,200,000 FORM OF LOCK-UP AGREEMENT , 2018 Xxxxx and Company, LLC Xxxxx Xxxxxxx & Co. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities Cowen and Company, LLC 000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationZafgen, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof of this Letter Agreement and ending 180 on the date 60 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock. The foregoing restrictions shall not apply to:
(andA) sales of securities acquired in open market transactions after the date of the Public Offering;
(B) transfers of securities (i) as a bona fide gift or gifts or (ii) by will or intestacy to the legal representative, for heir, beneficiary or a member of the avoidance immediate family of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which in a transaction not involving a disposition for value;
(C) if the undersigned is a party or under which the undersigned is entitled to any right or benefit)an individual, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes;
(D) if the undersigned is a bona fide gift or giftstrust, and (C) distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value;
(E) if the undersigned is a corporation, limited liability company, partnership or stockholders other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members, stockholders, limited partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned in a transaction not involving a disposition for value;
(F) transfers to the Company pursuant to agreements under which the Company has the option to repurchase such shares or securities upon termination of service of the undersigned,; provided;
(G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options, provided that in the case any such shares of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee Common Stock received upon such exercise shall execute and deliver be subject to the Representative a lock-up letter in the form terms of this paragraph; and provided, further, Letter Agreement;
(H) the establishment of a trading plan that in satisfies the case requirements of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after “10b5-1 Plan”) for the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters provided that there will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or no transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives shares of the undersigned. The undersigned ’s Common Stock during the 60-day period referred to above and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be released from all obligations under this letter agreement if: (i) required, and no such announcement or filing is made voluntarily, by the Underwriting Agreement does not become effective by September 30undersigned, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies or any other person during the Representative 60-day period; or
(I) transactions effected pursuant to a 10b5-1 Plan in writing existence on the date hereof, provided that it does such 10b5-1 plan shall not intend be amended during the 60-day period referred to proceed above and that if any such transaction is reported in any public report or filing with the Public Offering. The undersigned understands Securities and Exchange Commission, such report or filing shall include a note that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related transaction was pursuant to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the locksuch 10b5-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).1 Plan;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Price per share: $150.00 Number of shares: 3,333,334 Option Shares: 500,000 None] . FORM OF LOCK-UP AGREEMENT , 2019 XXXXXXX SACHS & CO. LLC X. X. XXXXXX SECURITIES LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several UnderwritersUnderwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationSage Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxxx Sachs & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof and ending 180 days of this letter agreement (the “Lock-up PeriodLetter Agreement”) and ending [•]1 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 1 Please note we will insert [90] days for officers; [30] days for directors. shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock. The foregoing restrictions shall not apply to:
(andA) sales of securities acquired in open market transactions after the date of the Public Offering;
(B) transfers of securities (i) as a bona fide gift or gifts or (ii) by will or intestacy to the legal representative, for heir, beneficiary or a member of the avoidance immediate family of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which in a transaction not involving a disposition for value;
(C) if the undersigned is a party or under which the undersigned is entitled to any right or benefit)an individual, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes;
(D) if the undersigned is a bona fide gift or giftstrust, and (C) distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value;
(E) if the undersigned is a corporation, limited liability company, partnership or stockholders other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members, stockholders, limited partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned in a transaction not involving a disposition for value;
(F) transfers to the Company pursuant to agreements under which the Company has the option to repurchase such shares or securities upon termination of service of the undersigned,; provided, provided that in the case of repurchase price for any transfer such shares or distribution pursuant to clause (B) or (C), each donee or distributee securities shall execute and deliver not exceed the original purchase price paid by the undersigned to the Representative a lock-up letter in Company for such shares or securities;
(G) the form receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options, provided that any such shares of Common Stock received upon such exercise shall be subject to the terms of this paragraph; and provided, further, agreement (this “Letter Agreement”);
(H) the establishment of a trading plan that in satisfies the case requirements of any transfer or distribution pursuant to clause Rule 10b5-1 (B) or (C), no filing by any party (donor, donee, transferor or transferee“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution amended (other than a filing on a Form 5 made after the expiration of “Exchange Act”) for the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC provided that there will be no transfer of shares of the undersigned’s Common Stock during the Restricted Period and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person during the Restricted Period; or
(I) sales or transfers of Common Stock made pursuant to a trading plan that satisfies the requirements of Rule 10b5-1 under the Exchange Act that has been entered into by the undersigned prior to the date of this Letter Agreement and provided to the Representatives, provided that no amendments or other modifications are made to such plans and that, to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the Underwriters will notify undersigned or the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to regarding any such officer sales or director transfers, such announcement or filing shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit include a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter statement to the extent and for effect that the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration sale or transfer of the securities described herein, are hereby authorized was made pursuant to decline a trading plan pursuant to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lockRule 10b5-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).1;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm salesUnderwritten Shares: [ ] [shares Option Shares: [ ] shares Public Offering Price Per Share: $[ ] None] X. X. XXXXXX SECURITIES . FORM OF LOCK-UP AGREEMENT Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X. X. Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationOrtho Clinical Diagnostics Holdings plc, a Delaware corporation public limited company organized under the laws of England and Wales (the “Company”)) and the Selling Shareholder listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockordinary shares, par value $0.0001 0.00001 per share nominal value (“Common StockOrdinary Shares”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. each of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC (such applicable consenting parties, the “Releasing Parties”), on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Ordinary Shares, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or this clause (2) above is to be settled by delivery of Common Stock Ordinary Shares or such any other securities, Lock-Up Securities in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities (other than in connection with the exercise of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock registration rights under the Principal Stockholders’ Agreement referred to in the Prospectus; provided that such exercise of registration rights does not result in the public filing of a registration statement during the Restricted Period by the Company (and, and for the avoidance of doubt, a confidential submission of such registration statement with the SEC shall not constitute a public filing during the Restricted Period)), or publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned hereby waives from engaging during the Restricted Period in any and all notice requirements and rights with respect to hedging or other transactions or arrangements (including, without limitation, any short sale or the registration of purchase or sale of, or entry into, any securities pursuant to put or call option, or combination thereof, forward, swap or any agreement, other derivative transaction or instrument, understanding however described or otherwisedefined) designed or intended, including any stockholders or registration rights agreement which could reasonably be expected to lead to or similar agreementresult in, to which the undersigned is a party sale or under which the undersigned is entitled to any right or benefit), in each case other than disposition (A) the Securities to be sold whether by the undersigned pursuant to or someone other than the Underwriting Agreementundersigned) or transfer of any economic consequences of ownership, if anyin whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (Bor instrument provided for thereunder) transfers would be settled by delivery of shares of Common Stock Ordinary Shares or other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:
(a) transfer or otherwise dispose of, directly or indirectly, in whole or in part, the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, and including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes,
(Cii) distributions of shares of Common Stock by will, other testamentary document or intestacy,
(iii) to members or stockholders any member of the undersigned,; provided’s immediate family or to any trust or other legal entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, that in or if the case undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any transfer relationship by blood, current or distribution pursuant to clause (B) former marriage, domestic partnership or (Cadoption, not more remote than first cousin), each donee (iv) (1) to a partnership, limited liability company or distributee shall execute other entity of which the undersigned and deliver the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (2) to a corporation, member, partner, partnership, limited liability company, trust or other entity that is an affiliate (as defined in Rule 405 as promulgated by the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) SEC under the Securities Exchange Act of 19341933, as amended, ) of the undersigned; or (3) to any investment fund or other public announcement shall be required entity controlled or shall be made voluntarily in connection with such transfer managed by the undersigned or distribution (other than a filing on a Form 5 made after the expiration affiliates of the Lock-up Period). If undersigned (including where the undersigned is an officer a partnership, to a successor partnership or director of the Companyfund, the undersigned further agrees that the foregoing provisions shall be equally applicable to or any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver other funds managed by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”partnership), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).,
Appears in 1 contract
Samples: Underwriting Agreement (Ortho Clinical Diagnostics Holdings PLC)
Pricing Information Provided Orally by Underwriters. The public offering price as to each investor shall be the price paid by each investor. Number of Shares Offered: 4,800,000 [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC ·], 2017 Cantor Xxxxxxxxxx & Co. 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (This Lock-Up Agreement is being delivered to you in connection with the “Representative”) of the several Underwriters, propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporationto be entered into by Neos Therapeutics, Inc., a Delaware corporation (the “Company”), providing for and you and the other underwriters named in Schedule A to the Underwriting Agreement, with respect to the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in In order to induce you to enter into the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days Cantor Xxxxxxxxxx & Co. (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “ProspectusCantor”), (1i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any shares of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or exchangeable for Common Stock any warrants or other rights to purchase, the foregoing (includingcollectively, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant“Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2ii) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or (3iii) make publicly announce an intention to effect any demand for transaction specified in clause (i) or exercise any right with respect (ii). The foregoing sentence shall not apply to (a) the registration of any the offer and sale of Common Stock as contemplated by the Underwriting Agreement and the sale of the Common Stock to the Underwriters (as defined in the Underwriting Agreement) in the Offering, (b) transactions relating to shares of Common Stock or other securities acquired in the open market after the completion of the Offering, (c) bona fide gifts by the undersigned, (d) dispositions to an immediate family member or any trust for the direct or indirect benefit of the undersigned and/or an immediate family member of the undersigned or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned and/or one or more immediate family members of the undersigned, (e) transfers of Common Stock or any security convertible into or exercisable for Common Stock upon death by will or intestate succession, (f) securities transferred to one or more affiliates of the undersigned and distributions of securities to partners, members or stockholders of the undersigned, (g) the surrender or forfeiture of Common Stock or other securities of the Company to the Company to satisfy (i) tax withholding obligations upon exercise or vesting or (ii) the exercise price upon a cashless net exercise, in each case, of stock options, equity awards, warrants or other right to acquire Common Stock described in the Registration Statement (as defined in the Underwriting Agreement) or pursuant to the Company’s equity incentive plans, (h) the exercise of any option, warrant or other rights to acquire Common Stock, the settlement of any stock-settled stock appreciation rights, restricted stock or restricted stock units or the conversion of any convertible security into Common Stock, (i) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sale or other dispositions of Common Stock during the Lock-Up Period and no filing under the Exchange Act or public announcement is made or required to be made by or on behalf of the undersigned or the Company regarding the establishment of such plan or (j) the transfer of shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities Stock) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company (including, without limitation, entering into any agreementlock-up, instrument, understanding or otherwise, including any stockholders or registration rights agreement voting or similar agreement, agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) in connection with any such transaction, or vote any securities in favor of any such transaction) provided that in the event that the tender offer, merger, consolidation or other such similar transaction is a party not completed, the Common Stock (or under which the undersigned is entitled to any right securities convertible into or benefit), in each case other than (Aexercisable or exchangeable for Common Stock) the Securities to be sold owned by the undersigned pursuant shall remain subject to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,restrictions contained in this agreement; provided, however, that (v) in the case of any transfer or distribution disposition pursuant to the foregoing clause (Bb) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be is made or required or shall to be made voluntarily in connection with such transfer by or distribution on behalf of the undersigned (other than a filing on a Form 5 made after the expiration of the Lock-up Up Period or any required beneficial ownership filings under Section 13 of the Exchange Act); (w) in the case of any transfer or disposition pursuant to any of the foregoing clauses (c) through (f) no filing under the Exchange Act or public announcement is made or required to be made by or on behalf of the undersigned (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). If ; (x) in the case of any transfer or disposition pursuant to any of the foregoing clauses (g) through (h) no filing under the Exchange Act or public announcement is made reporting a reduction in the undersigned’s beneficial ownership by or on behalf of the undersigned is an officer or director of the Company, or in the undersigned further agrees that case of any transfer or disposition pursuant to the foregoing provisions shall clause (g) any filing required to be equally applicable made under the Exchange Act clearly indicates that such transfers or dispositions are related to the satisfaction of tax withholding obligations or cashless net exercise, as the case may be (y) in the case of any transfer or disposition pursuant to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Companyforegoing clauses (c) through (f), (i) X.X. Xxxxxx Securities LLC on behalf each transferee, distributee or recipient of the Underwriters Common Stock transferred, distributed or disposed of agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described restrictions in place for the undersigned pursuant to this letter to the extent and Lock-Up Agreement for the duration that such terms restrictions remain in effect at the time of such transfer, distribution or disposition and executes and delivers to Cantor a lock-up agreement in the transferform of this Lock-Up Agreement, and (ii) any such transfer or distribution shall not involve a disposition for value; and (z) in the case of the exercise of any option, warrant or other right to acquire Common Stock pursuant to the foregoing clause (h), the Common Stock underlying such option, warrant or other right, and all other Common Stock and other securities subject to the terms of this Lock-Up Agreement continue to be subject to the terms of this Lock-Up Agreement. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, parent, stepparent, sibling, stepsibling, nephew or niece of the undersigned, including any such relationship by fact of legal adoption. In furtherance of the foregoingaddition, the Companyundersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, and any duly appointed transfer agent for the registration or transfer Lock-Up Period, the undersigned will not, without the prior written consent of the securities described hereinCantor, are hereby authorized to decline to make any transfer demand for, or exercise any right with respect to, the registration of Common Stock or any securities if convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such transfer would constitute a violation or breach securities. In addition, the undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of this letter agreementfirst refusal and similar rights that the undersigned may have in connection with the Offering, except for any such rights as have been heretofore duly exercised. The undersigned hereby represents and warrants confirms that the undersigned has full power not, directly or indirectly, taken, and authority hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to enter into this letter agreement. All authority herein conferred cause or agreed to be conferred and any obligations result in the stabilization or manipulation of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives price of any security of the undersignedCompany to facilitate the sale or resale of shares of Common Stock. The undersigned shall be released from all obligations under hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this letter agreement if: Lock-Up Agreement of which the undersigned is the record holder, and, with respect to shares of Common Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to such shares or other securities. If (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative you in writing that it does not intend to proceed with the Public Offering. The undersigned understands that , (ii) the Underwriters are entering into registration statement filed with the Commission with respect to the Offering is withdrawn, (iii) for any reason the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), or (iv) the Underwriting Agreement does not become effective on or prior to July 31, 2017, this Lock-Up Agreement shall be terminated and construed in accordance with the laws undersigned shall be released from its obligations hereunder. Yours very truly, Legal Name: Print Address: Each of the State undersigned, Xxxxx X. Xxxx, Chief Executive Officer of New YorkNeos Therapeutics, without regard to the conflict of laws principles thereof. Very truly yoursInc., Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation a Delaware corporation (the “Company”), and Xxxxxxx X. Xxxxxxxxxx, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(h) of shares of common stockthat certain Underwriting Agreement dated [·] [·], $0.0001 par value per share 2017 (the “Common StockUnderwriting Agreement”)) between the Company and, on behalf of the Company and the lock-up letter dated several Underwriters named therein, 2014 (the “Lock-up Letter”)Cantor Xxxxxxxxxx & Co., executed by you in connection with such offering, and your request for a that as of [waiver·] [release] dated ·], 2015, with respect to shares of Common Stock (the “Shares”).2017:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. X.X. XXXXXX SECURITIES LLC INC. DEUTSCHE BANK SECURITIES INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Eyeblaster, Inc. – Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationEyeblaster, Inc., a Delaware corporation (the “Company”)) and any Selling Stockholders that may be listed on Schedule 2 to the Underwriting Agreement, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC Inc. and Deutsche Bank Securities Inc. on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any such offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock any class of the Company’s capital stock as a bona fide gift or gifts, and other disposition (Cother than for value) distributions or a distribution of shares of Common Stock to any class of the Company’s capital stock, in each case that are made exclusively between and among the undersigned or members or stockholders of the undersigned,’s family, charitable institutions or affiliates of the undersigned including to partners, members, stockholders or beneficiaries of the undersigned; provided, provided that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee transferee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donortransferor, doneetransferee, transferor distributor or transfereedistributee) under Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after or a Schedule 13G or Schedule 13G/A); and
(C) the expiration establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).requirements of
Appears in 1 contract
Samples: Underwriting Agreement (MediaMind Technologies Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Public Offering Price: $31.00 per Share Number of Underwritten Shares: 8,250,000 Number of Option Shares: 1,237,500 FORM OF LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC Xxxxxxx Sachs & Co. LLC Xxxxx and Company, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationAgios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 45 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, and (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned,undersigned and (F) the exercise of options to purchase shares of Common Stock granted under a stock incentive plan described in the Prospectus, provided that the underlying Common Stock issued upon such exercise continues to be subject to the restrictions set forth in this Letter Agreement on the terms set forth herein; provided, provided that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B) or ), (C), (D) or (E) each transferee, donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (CE), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock45-up Periodday period referred to above). If For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the undersigned is an officer or director of the Companyrestrictions imposed by this Letter Agreement, the undersigned further agrees that may, without the foregoing provisions shall be equally applicable to any Company-directed prior written consent of X.X. Xxxxxx Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the CompanyLLC and Xxxxxxx Sachs & Co. LLC, (i) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 45-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that, except as expressly specified in subsection (iv)(2) below, such plan does not provide for any transfers of Common Stock during the 45-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, that, except as expressly specified in subsection (iv)(2) below, no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) transfer or dispose of shares of Common Stock acquired on the open market following the Public Offering, provided that no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on Form 5 made after the expiration of the 45-day period referred to above) and (iv) transfer shares of Common Stock pursuant to sales in the public market undertaken by the undersigned under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (1) such trading plan shall have been in effect prior to the date hereof or (2) no shares are transferred pursuant to such trading plan prior to the 45th day after the date of the Prospectus and the aggregate number of shares transferred in the aggregate by the undersigned pursuant to this clause (iv)(2) and all other shareholders pursuant to the corresponding exception in their letter agreement with the Representatives relating to the offering does not exceed 50,000 shares during the period commencing on the date ending 45 days after the date of the Prospectus and ending at the expiration of the 45-day restricted period, and provided, further, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act. X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, on behalf of the Underwriters agrees agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, Company and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The This Letter Agreement shall automatically terminate and the undersigned shall be released from all obligations under this letter agreement ifLetter Agreement upon the earliest to occur, if any, of: (ia) either the Company, on the one hand, or either the Representatives, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement does Agreement, that they have determined not become effective by September 30to proceed with the Public Offering, 2015; (iib) if termination of the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery the sale of any of the Common Stock Securities to be sold thereunder; or the Underwriters and (iiic) the Company notifies the Representative in writing that it does not intend to proceed registration statement filed with the Commission with respect to the Public OfferingOffering is withdrawn. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) [NAME OF STOCKHOLDER] By: Signature If not signing Name: Title: FORM OF LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC Xxxxxxx Sachs & Co. LLC Xxxxx and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an individual capacity: Name of Authorized Signatory Underwriting Agreement (Printthe “Underwriting Agreement”) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.0001 par value per share of the Company (the “Common StockSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) such period, the “Restricted Period”), of the Company and the lock-up letter dated (1) offer, 2014 (the “Lock-up Letter”)pledge, executed by you in connection with such offeringsell, and your request for a [waiver] [release] dated contract to sell, 2015sell any option or contract to purchase, with respect 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 (the “Shares”).common
Appears in 1 contract
Samples: Underwriting Agreement (Agios Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included Number of Shares: [ ] Underwritten Shares or, if the Underwriters exercise in script that will be used by Underwriters full their option to confirm salespurchase additional Shares granted in Section 2 hereof, [ ] [NoneShares Public Offering Price for the Shares: $[ ] X. X. per Share. X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: Forum Energy Technologies, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationForum Energy Technologies, Inc., a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) 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, par value $0.01 per share, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for without the avoidance prior written consent of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)X.X. Xxxxxx Securities LLC, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, provided that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock180-up Periodday period referred to above) and (C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided, that in the case of any transfer or distribution pursuant to clause (C), such plan does not provide for the transfer of Common Stock during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company or the undersigned. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day 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 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) understands that, if the Underwriting Agreement does not become effective by September 30effective, 2015; (ii) or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) , the Company notifies the Representative in writing that it does not intend to proceed with the Public Offeringundersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) [NAME OF STOCKHOLDER] By: Signature If not signing in an individual capacityName: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) Title: [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation Forum Energy Technologies, Inc. (the “Company”) of [ ] shares of common stock, $0.0001 par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated [ ], 2014 2012 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [releasewaiver][release] dated , 201520 , with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Forum Energy Technologies, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. The public offering price per share for the Shares is $30.59. Number of Underwritten Shares: 11,441,648 Number of Option Shares: 1,716,247 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC LEERINK PARTNERS LLC XXXXX XXXXXXX & CO. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10179 c/x Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 c/o Leerink Partners LLC 00 Xxxxx Xxxxxx, 40th Floor Boston, Massachusetts 02109 c/o Xxxxx Xxxxxxx & Co. 00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 San Francisco, California 94111 Ladies and Gentlemen: The undersigned undersigned, a director or officer of Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, hedge, 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 (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)) or (4) publicly disclose the intention to do any of the foregoing, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to limited or general partners, members or stockholders of the undersigned,, (D) transfers to an immediate family member or trust for the direct or indirect benefit of the undersigned or an immediate family member, (E) transfers to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned, (F) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (G) transfers pursuant to a court or regulatory agency order, a qualified domestic order or in connection with a divorce settlement, (H) transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in the Prospectus (including the documents incorporated by reference) in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that, any shares of Common Stock issued upon exercise of such option or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Restricted Period, (I) if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a “Mutual Fund”), transfers pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, and (J) transfers to any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or any investment fund or other entity controlled or managed by the undersigned or under common management or control with the undersigned; provided that in the case of any transfer or distribution pursuant to clauses (B), (C), (D), (E), (F), (G), (I) or (J), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or ), (C), each donee or distributee (D), (E), (F), (G) and (J), such transfer shall execute and deliver to the Representative not involve a lock-up letter in the form of this paragraphdisposition for value; and provided, further, that in the case of any transfer or distribution pursuant to clause clauses (B) or through (CJ), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a required filing on a Form 4 or Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock clauses (B), (D), (F), or (H); provided any such filing shall indicate (in the “Shares”notes thereto or otherwise) that the filing relates to the circumstances set forth in such clauses).
Appears in 1 contract
Samples: Underwriting Agreement (Crinetics Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The number of Underwritten Shares purchased by the Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES is 12,500,000. The number of Option Shares is 1,875,000. The public offering price per share is $10.00. FORM OF LOCK-UP AGREEMENT , 2023 XXXXXXXXX LLC GUGGENHEIM SECURITIES, LLC XXXXXXX XXXXX & COMPANY, L.L.C. BMO CAPITAL MARKETS CORP. RBC CAPITAL MARKETS, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities x Xxxxxxxxx LLC 000 520 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10022 c/o Guggenheim Securities, LLC 330 Xxxxxxx Xxxxxx New York, NY 10017 c/o Xxxxxxx Xxxxx & Company, L.L.C. 150 X. Xxxxxxxxx Xxxxx Chicago, Illinois 60606 c/o BMO Capital Markets Corp. 150 X 00xx Xx. New York, New York 10036 c/o RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx New York, New York 10281 Re: Verve Therapeutics, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationVerve Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.001 par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities Xxxxxxxxx LLC and Guggenheim Securities, LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer or dispose of the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will, other testamentary document or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a corporation, partnership, limited liability company, trust or other entity of which the undersigned and/or one or more members of the immediate family of the undersigned are, directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution or other transfer to general or limited partners, members or shareholders of, or other holders of equity in, the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or court order,
(viii) to the Company from an employee or other service provider of the Company upon death, disability or termination of employment or service relationship, in each case, of such employee or service provider,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in the Public Offering or in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity award granted under a stock incentive plan or other equity award plan or other arrangement, each such agreement, plan or arrangement which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) pursuant to a contract, instruction or plan meeting the requirements of Rule 10b5-1 (a “10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that such 10b5-1 Plan was established prior to the execution of this Letter Agreement by the undersigned,, the existence and details of such 10b5-1 Plan were communicated to the Representatives and such 10b5-1 Plan will not be amended or otherwise modified during the Restricted Period; provided, further, that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such section and the related rules and regulations, that such transfer was pursuant to a 10b5-1 Plan, or
(xii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer, disposition or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v) and (vi), such transfer shall not involve a disposition for value and, each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (Ba) or (Cii), each donee or distributee shall execute (iii), (iv), (v), (vi) and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (Cix), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedAct, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 or any required Schedule 13F, Schedule 13G or Schedule 13G/A, in each case made after the expiration of the Lock-up PeriodRestricted Period referred to above) and (C) in the case of any transfer, disposition or distribution pursuant to clause (a) (i). If the undersigned is an officer , (vii), (viii) and (x) it shall be a condition to such transfer that no public filing, report or director announcement shall be voluntarily made and if any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, and your request for a [waiver] [release] dated such filing, 2015, with respect to shares report or announcement shall clearly indicate in the footnotes thereto the nature of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] [TO COME] X. X. XXXXXX SECURITIES LLC BARCLAYS CAPITAL INC. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Barclays Capital Inc. 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Celladon Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Stock, $0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and such securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, and (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to members partners, members, stockholders or stockholders trust beneficiaries of the undersigned,, (F) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity the transfer of shares of Common Stock or such other securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (G) the transfer of shares of Common Stock or such other securities solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, and (H) the transfer or disposal of shares of Common Stock or such other securities acquired in the Public Offering or on the open market following the Public Offering; provided, provided that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B) or ), (C), (D), (E), (F), or (G) each transferee, donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B) or ), (C), (D), (E), (F), (G) or (H) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock180-up Periodday period referred to above). If For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned is an officer may, without the prior written consent of X.X. Xxxxxx Securities LLC and Barclays Capital Inc., (i) transfer the undersigned’s Common Stock or director any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that such plan does not provide for any transfers of Common Stock during the 180-day restricted period pursuant to this Letter Agreement and provided, further, that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) receive shares of Common Stock in connection with the vesting of restricted stock or the exercise of options to purchase shares of Common Stock, including any transfer for the payment of taxes due as a result of such vesting or exercise, whether by means of “net settlement” or otherwise (provided any such transfer shall only be permitted to the Company), provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Letter Agreement, (iv) transfer shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock 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 of the Company (including, without limitation, the undersigned further agrees that the foregoing provisions shall be equally applicable entering into any lock-up, voting or similar agreement pursuant to any Company-directed Securities which the undersigned may purchase agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction), provided that in the Public Offeringevent that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this Letter Agreement, and (v) convert the outstanding preferred shares of the Company into shares of Common Stock, provided that any such shares received upon such conversion shall be subject to the terms of this Letter Agreement. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters agrees agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC and Barclays Capital Inc. on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In the event that any of the Company’s securities are released from the lockup restrictions set forth in a lock-up agreement for the Public Offering entered into with X.X. Xxxxxx Securities LLC and Barclays Capital Inc., on behalf of the Underwriters, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. shall immediately and fully release the same percentage of shares of the Company’s securities held by the undersigned from any remaining lockup restrictions concurrently therewith; provided, however, that (a) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. will not be obligated to release the undersigned from such lockup (i) unless and until X.X. Xxxxxx Securities LLC and Barclays Capital Inc. have first released more than three percent (3%) of the Company’s total outstanding shares from such lockup (calculated as of immediately following the closing of the Public Offering) except for releases in an underwritten public offering covered by the following subclause (ii), or (ii) if, with respect to any lock up release effected in order to permit a person otherwise subject to lockup restrictions set forth in a lock-up agreement for the Public Offering to participate in an underwritten public offering, the undersigned has been given the opportunity to participate in such underwritten public offering on a pro rata basis and the undersigned declined to so participate, and (b) in the event that any percentage of such shares released from the lockup restrictions are subject to any restrictions, the same restrictions shall be applicable to the release of the same percentage of the Company’s securities held by the undersigned. In the event that the undersigned is released from any of its obligations under this agreement or, by virtue of this agreement, becomes entitled to 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 (or any securities convertible into or exercisable or exchangeable for shares of Common Stock) prior to the date that is 180 days after the date of the Prospectus, X.X. Xxxxxx Securities LLC and Barclays Capital Inc. shall use their commercially reasonable efforts to notify the undersigned within three (3) business days; provided that the failure to give such notice shall not give rise to any claim or liability against X.X. Xxxxxx Securities LLC, Barclays Capital Inc. or the Underwriters. The obligations set forth herein shall only become effective once all officers and directors of the Company, and all holders of greater than one percent of the Company’s outstanding capital stock (on an as converted Common Stock basis) enter into a substantially similar agreement. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: understands that, (i) if the Underwriting Agreement is not executed or does not become effective by September 30on or prior to Xxxxx 00, 2015; 0000, (iixx) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or , (iii) the Company notifies the Representative X.X. Xxxxxx Securities LLC and Barclays Capital Inc. in writing that it does not intend to proceed with the Public Offering, (iv) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. notify the Company in writing that they do not intend to proceed with the Public Offering, or (v) the registration statement related to the Public Offering has been withdrawn, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacityPrint Name: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation THIS OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “CompanyAgreement”) is made and effective as of shares of common stockDecember [ ], $0.0001 par value per share 2013, between X.X. Xxxxxx Securities LLC (the “Common StockAssignor”), of the Company ) and the lock-up letter dated , 2014 Barclays Capital Inc. (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “SharesAssignee”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Public Offering Price: $110.75 per Share Number of Underwritten Shares: 1,986,455 Number of Option Shares: 297,968 X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationAgios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the UnderwritersUnderwriters (the “Representatives”), the undersigned will not, during the period commencing on the date hereof and ending 180 90 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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, $0.001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, and (B) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (C) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned,undersigned and (F) the exercise of options to purchase shares of Common Stock granted under a stock incentive plan described in the Prospectus, provided that the underlying Common Stock issued upon such exercise continues to be subject to the restrictions set forth in this Letter Agreement on the terms set forth herein; provided, provided that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B) or ), (C), (D) or (E) each transferee, donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer transfer, disposition or distribution pursuant to clause (A), (B), (C), (D) or (CE), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock90-up Periodday period referred to above). If For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the undersigned is an officer or director of the Companyrestrictions imposed by this Letter Agreement, the undersigned further agrees that may, without the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director prior written consent of the CompanyRepresentatives, (i) X.X. Xxxxxx Securities LLC transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement that provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the termination of the undersigned’s employment with the Company, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above), (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that, except as expressly specified in subsection (iv)(2) below, such plan does not provide for any transfers of Common Stock during the 90-day restricted period or any extension thereof pursuant to this Letter Agreement and provided, further, that, except as expressly specified in subsection (iv)(2) below, no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith, (iii) transfer or dispose of shares of Common Stock acquired on the open market following the Public Offering, provided that no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on Form 5 made after the expiration of the 90-day period referred to above) and (iv) transfer shares of Common Stock pursuant to sales in the public market undertaken by the undersigned under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (1) such trading plan shall have been in effect prior to the date hereof or (2) no shares are transferred pursuant to such trading plan prior to the 60th day after the date of the Prospectus and the aggregate number of shares transferred in the aggregate by the undersigned pursuant to this clause (iv)(2) and all other shareholders pursuant to the corresponding exception in their letter agreement with the Representatives relating to the offering does not exceed 50,000 shares during the period commencing on the date ending 60 days after the date of the Prospectus and ending at the expiration of the 90-day restricted period, and provided, further, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales, such announcement or filing shall include a statement to the effect that the sale was made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act. The Representatives, on behalf of the Underwriters agrees agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC the Representatives, on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, Company and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreementLetter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreementLetter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The This Letter Agreement shall automatically terminate and the undersigned shall be released from all obligations under this letter agreement ifLetter Agreement upon the earliest to occur, if any, of: (ia) either the Company, on the one hand, or either the Representatives, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement does Agreement, that they have determined not become effective by September 30to proceed with the Public Offering, 2015; (iib) if termination of the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery the sale of any of the Common Stock Securities to be sold thereunder; or the Underwriters, and (iiic) the Company notifies the Representative in writing that it does not intend to proceed registration statement filed with the Commission with respect to the Public OfferingOffering is withdrawn. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreementLetter Agreement. This letter agreement Letter Agreement and any claim, controversy or dispute arising under or related to this letter agreement Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) [NAME OF STOCKHOLDER] By: Signature If not signing Name: Title: X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an individual capacity: Name of Authorized Signatory Underwriting Agreement (Printthe “Underwriting Agreement”) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters (the “Representatives”), the undersigned will not, during the period commencing on the date hereof and ending on the earlier of (x) 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) and (y) February 28, 2015 (such period, the “Restricted Period”), (1) 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, $0.0001 par value 0.001 per share par value, of the Company (the “Common Stock”)) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company Securities and the lock-up letter dated , 2014 Exchange Commission (the “Lock-up LetterCommission”) and securities which may be issued upon exercise of a stock option or warrant), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect or publicly disclose the intention to shares of Common Stock (the “Shares”).make any offer,
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price is, as to each investor, the price paid by Underwriters to confirm sales] [None] X. X. such investor. Number of shares: 2,880,979 Shares Written Testing-the-Waters Communications None X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Xxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that youX.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) of the several Underwriters), propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationXxxxxxxx Xxxx Incorporated, a Delaware corporation (the “Company”), Xxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, and the selling stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockClass A Common Stock, par value $0.0001 0.001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ,
(B) transfers of shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering,
(C) transfers of shares of Common Stock as a bona fide gift or gifts,
(D) any transfer of shares of Common Stock by will or pursuant to the laws of descent and distribution,
(E) any transfer to the undersigned’s spouse, parent, child, sibling, grandchild or first cousin, including any such relationship by marriage or legal adoption (each, an “immediate family member”), or a domestic trust created for the sole benefit of the undersigned or any immediate family member of the undersigned,
(F) any transfer from a trust described in clause (E) above to the undersigned,
(G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or any transfer of Common Stock or securities convertible into Common Stock to the Company upon the exercise of options to purchase the Company’s securities on a “cashless” or “net exercise” basis or for the purpose of satisfying any withholding taxes due as a result of the exercise of such options or the lapse of vesting restrictions; provided, that any such purchased shares of Common Stock or securities convertible into Common Stock and such vested shares of Common Stock will be subject to the restrictions described in this letter agreement,
(CH) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Common Stock involving a “change of control” of the Company; provided, that if such change of control is not consummated, such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to all of the restrictions set forth in this agreement (for the purposes of this clause (H), a “change of control” being defined as any bona fide third-party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company),
(I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period,
(J) distributions of shares of Common Stock to members members, limited partners, affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause and
(BK) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares transfers of Common Stock (or such other securities to the “Shares”).Company or any of its affiliates as permitted under the Exchange Agreement;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Firm Shares: [set out key information included in script that will be used by —] Price per share: $[—] The Underwriters have an option to confirm salespurchase up to [—] [None] Option Shares AUSPEX PHARMACEUTICALS, INC. 0000 Xxxxx Xxxxxx Xxxxx Court, Suite 400 La Jolla, CA 92037 X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (refers to the “Representative”) of the several Underwriters, propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporationbetween Auspex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by and the several Underwriters underwriters named in Schedule 1 to the Underwriting Agreement therein (the “Underwriters”), for whom X. X. Xxxxxx Securities LLC (the “Representative”) is acting as representative. As an inducement to the Representative to execute the Underwriting Agreement on behalf of the Underwriters in connection with the proposed public offering of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement pursuant to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgeda Registration Statement on Form S-1, the undersigned hereby agrees that, without that from the prior written consent of X. X. Xxxxxx Securities LLC date hereof and until 60 days after the public offering date set forth on behalf of the Underwritersfinal prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such period being referred to herein as the “Lock-Up Period”), the undersigned will notnot (and will cause any spouse, during domestic partner or immediate family member of the period commencing on spouse, domestic partner or the date hereof undersigned living in the undersigned’s household, any partnership, corporation, limited liability company or other entity within the undersigned’s control, and ending 180 days any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse, domestic partner or immediate family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “ProspectusExchange Act”), (1) lendgrant any option, offerright or warrant for the sale of, pledge, sell, purchase any option or contract to sell, sell any option or contract to purchase, purchase any option or contract to sellotherwise encumber, dispose of or transfer, or grant any option, right or warrant to purchase, or otherwise transfer or dispose ofrights with respect to, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any shares of Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), enter into a transaction which would have the same effect, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap swap, hedge or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).publicly disclose the
Appears in 1 contract
Samples: Underwriting Agreement (Auspex Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Firm Shares: 8,000,000 Option Shares: 1,200,000 Public price per share: $28.00 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC BOFA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred Referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10179 c/o BofA Securities, Inc. One Bryant Park New York, NY 10036 c/x Xxxxx Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx New York, NY 10001 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationInvenTrust Properties Corp., a Delaware Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stockstock (the “Securities”), par value $0.0001 per share (“Common Stock”)0.001, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC LLC, BofA Securities, Inc. and Xxxxx Fargo Securities, LLC, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and or for bona fide estate planning purposes,
(Cii) distributions by will or intestacy,
(iii) to any trust for the direct or indirect benefit of shares of Common Stock to members the undersigned or stockholders the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),; provided
(iv) to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the case Securities Act of 1933, as amended) of the undersigned, or to any transfer investment fund or distribution pursuant other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to clause its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) or (C)as part of a distribution, each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution disposition without consideration by the undersigned to its members, partners, beneficiaries or shareholders, (vii) by operation of law, such as pursuant to clause (B) a court or (C)regulatory agency, no filing by any party (donorsuch as pursuant to a qualified domestic order, doneedivorce settlement, transferor divorce decree or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter separation agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).,
Appears in 1 contract
Samples: Underwriting Agreement (InvenTrust Properties Corp.)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will 1. The Company is selling 4,000,000 shares of Common Stock.
2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 shares of Common Stock.
3. The public offering price per share for the Securities shall be used by Underwriters to confirm sales] [None] X. X. $18.50. FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationXxxxx Industries, a Delaware Inc., an Ohio corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”)Company, of common stock, par value $0.0001 per share (“shares of Common Stock”), without par value, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the agreement by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters’ agreement ”) to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the Securities Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, and ;
(C) distributions transfers of shares of Common Stock or any security convertible into Common Stock to members any trust, partnership or stockholders limited liability company for the direct or indirect benefit of the undersigned or the immediate family of the undersigned,;
(D) transfers of shares of Common Stock or any security convertible into Common Stock by will or intestate;
(E) transfers of shares of Common Stock or any security convertible into Common Stock to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (B) through (D); provided, provided that in the case of any transfer or distribution pursuant to clause (B) or through (CE), (i) each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (Bii) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily during the Restricted Period referred to above in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, ;
(F) (i) X.X. Xxxxxx Securities LLC on behalf the receipt by the undersigned from the Company of shares of Common Stock upon the Underwriters agrees thatexercise or settlement of options or restricted stock units granted under a Company Stock Plan that is described in the Registration Statement, at least three business days before the effective date of any release or waiver of the foregoing restrictions Pricing Disclosure Package and Prospectus, including in connection with a Qualified 10b5-1 Sale (as defined below), or the exercise of warrants outstanding and which are described in the Registration Statement and the Prospectus, or (ii) (a) whether or not in connection with a Qualified 10b5-1 Sale, the transfer or other disposition of shares of Common Stock or any securities convertible into Common Stock to the Company upon a vesting or settlement event of the Company’s securities or upon the exercise of options, restricted stock units or warrants to purchase the Company’s securities on a “cashless” or “net exercise” basis to the extent permitted by the instruments representing such options or warrants (and any transfer or other disposition to the Company necessary in respect of such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a “net settlement” or otherwise) so long as such “cashless exercise” or “net exercise” is effected solely by the surrender of outstanding options, restricted stock units or warrants (or the Common Stock issuable upon the exercise thereof) to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price and/or withholding tax and remittance obligations, or (b) in connection with a Qualified 10b5-1 Sale, the transfer or other disposition of shares of Common Stock or any securities convertible into Common Stock upon a vesting or settlement event of the Company’s securities or upon the exercise of options, restricted stock units or warrants to purchase the Company’s securities on a “cashless” basis involving a sale of any securities relating to such options, restricted stock units or warrants, to cover the applicable aggregate exercise price, withholding tax and remittance obligations; provided that in the case of clause (i), except in connection with a Qualified 10b5-1 Sale or the sale of shares of Common Stock pursuant to the Underwriting Agreement, the shares received upon exercise or settlement of the option, restricted stock unit, or warrant are subject to the terms of this Letter Agreement;
(G) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, X.X. Xxxxxx Securities LLC if any, is required of or voluntarily made by or on behalf of the Underwriters will notify Company regarding the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date establishment of such press release. The provisions of this paragraph will not apply if (a) the release plan, such announcement or waiver is effected solely to permit filing shall include a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter statement to the extent and for the duration effect that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or no transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to may be sold thereunder; or made under such plan during the Restricted Period;
(iiiH) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) sales of shares of common stock, $0.0001 par value per share Common Stock pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act in effect on the date of this Letter Agreement (the such sale a “Common StockQualified 10b5-1 Sale”); and
(I) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect is made to shares all holders of Common Stock involving a Change of Control (as defined below); provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Common Stock shall remain subject to the terms of this agreement. For purposes of this clause (I), “Shares”Change of Control” means any bona fide third party tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company (or the surviving entity).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES LLC The price per share of the Company’s common stock is $20.00. QAD Inc. 100 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 SXXXXX, XXXXXXXX & COMPANY, Incorporated As Representative representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxxx, XX Xxxxxxxx & Company, Incorporated Oxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (refers to the “Representative”) of the several Underwriters, propose to enter into an proposed Underwriting Agreement (the “"Underwriting Agreement”") with Invitae Corporationamong QAD Inc., a Delaware corporation (the “"Company”"), providing for the public offering several underwriters named therein (the “Public Offering”"Underwriters") by and the several selling stockholders named therein. As an inducement to the Underwriters named in Schedule 1 to execute the Underwriting Agreement (in connection with the “Underwriters”), proposed public offering of common stockshares of the Company’s Class A Common Stock, par value $0.0001 0.001 per share (the “Class A Common Stock”, and, together with the shares of the Company’s Class B Common Stock, par value $0.001 per share, the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement pursuant to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledgeda Registration Statement on Form S-3, the undersigned hereby agrees thatthat from the date hereof and until 90 days after the public offering date set forth on the final prospectus used to sell the Class A Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such 90 day period being referred to herein as the “Lock-Up Period”), without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwritersto which you are or expect to become parties, the undersigned will not, during the period commencing on the date hereof not (and ending 180 days (the “Lock-up Period”) after the date will cause any spouse or immediate family member of the prospectus relating spouse or the undersigned living in the undersigned’s household, any partnership, corporation or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse or family member not to) offer, sell, contract to the Public Offering sell (the “Prospectus”including any short sale), (1) lend, offer, pledge, sellhypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, purchase any option or contract to sellotherwise encumber, dispose of or transfer, or grant any option, right or warrant to purchase, or otherwise transfer or dispose ofrights with respect to, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any shares of Common Stock (includingStock, without limitation, Common Stock or such other securities enter into a transaction which may be deemed to be beneficially owned by would have the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant)same effect, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap swap, hedge or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesStock, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Sxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”), which consent may be withheld in Stifel’s sole discretion; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (3ii) make any demand for or exercise any right with respect prior to the registration expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Stifel waives, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by Stifel to the Company (in accordance with Section 9(m) of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to Stifel and will not consummate such transaction or take any such action unless it has received written confirmation from Stifel that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. The foregoing restrictions shall not apply to:
(a) the transfer, for no consideration, of shares of Common Stock or any security securities convertible into or exercisable or exchangeable for Common Stock (andi) to the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (each, an “immediate family member”) or to a trust, or other entity formed for estate planning purposes, formed for the avoidance benefit of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to or of an immediate family member of the registration of any securities pursuant to any agreementundersigned, instrument(ii) by bona fide gift, understanding will or otherwiseintestacy, including any stockholders or registration rights agreement or similar agreement, to which (iii) if the undersigned is a party corporation, partnership, limited liability company or other business entity (A) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under which common control with the undersigned or (B) as part of a disposition, transfer or distribution by the undersigned to its equity holders or (iv) if the undersigned is entitled a trust, to any right a trustor or benefit), in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders beneficiary of the undersigned,trust; provided, provided that in the case of any transfer or distribution pursuant to this clause (B) or (Ca), (i) each transferee, donee or distributee shall execute sign and deliver to the Representative a lock-up letter agreement satisfactory to Stifel certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto and (ii) to the extent any interest in the form of Company’s securities is retained by the undersigned (or such spouse or family member), such securities shall remain subject to the restrictions contained in this paragraphAgreement; and provided, furtherhowever, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after 5);
(b) sales or transfers of Common Stock to the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions Company solely in connection with a the “net” or “cashless” exercise or settlement of Company stock options, restricted stock units, stock appreciation rights or warrants for the purpose of exercising or settling such stock options, restricted stock units, stock appreciation rights or warrants, provided that any remaining Common Stock received upon such exercise or settlement will be subject to the restrictions provided for under this Agreement;
(c) the disposition of shares of Common Stock to the Company solely in connection with the payment of taxes due with respect to the vesting of restricted stock awards or the exercise or settlement of stock appreciation rights issued pursuant to the Company’s equity incentive plans; and
(d) the transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound Stock which occurs by the same terms described in this letter operation of law, such as pursuant to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration a qualified domestic order or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”a divorce settlement, provided that any filing relating to such transfer pursuant to Section 16(a) of shares of common stockthe Exchange Act, $0.0001 par value per share (or any other public announcement thereof, shall indicate that the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with transfer was pursuant to such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)domestic order or divorce settlement.
Appears in 1 contract
Samples: Underwriting Agreement (Qad Inc)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public offering price $51.00 per share Number of Underwritten Shares 4,925,000 Underwriting Discounts and Commissions $3.06 per share FORM OF LOCK-UP AGREEMENT XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC XXXXX AND COMPANY, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationMyoKardia, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Offering Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Offering Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities (USA) LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 days (on, but including, the “Lock-up Period”) 45th day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.0001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrantwarrant (collectively, “Securities”)), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the any Securities to be sold acquired by the undersigned in the open market, provided that no filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcements shall be required or voluntarily made by or on behalf of the undersigned during the Restricted Period with respect to subsequent sales of such Securities acquired by the undersigned in the open market;
(B) (i) the exercise with cash of stock options granted pursuant to the Underwriting AgreementCompany’s currently existing equity incentive plans, provided that such restriction shall apply to any Securities or other securities issued to the undersigned upon such cash exercise and provided further that no filing under the Exchange Act shall be required or shall be voluntarily be made during the Restricted Period, or (ii) the “cashless” exercise of stock options (the term “cashless” exercise being intended to include the surrender of a portion of the option shares or previously owned shares to the Company to cover payment of the exercise price), for the purposes of exercising such stock options solely in the case of termination of employment or board service following death, disability or other than for cause (including any such transfer in respect of tax liabilities arising from such exercise) if anysuch options would otherwise expire;
(C) the establishment of any contract, instruction or plan (Ba “Plan”) that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act for the transfer of shares of Securities, provided that (i) no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Restricted Period, and (ii) no filing under the Exchange Act or other public announcements shall be required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such Plan during the Restricted Period;
(D) (i) transfers of shares of Common Stock Securities as a bona fide gift or giftsgifts not involving a disposition for value or for bona fide estate planning purposes, and (Cii) distributions of shares of Common Stock as a bona fide gift to a charity or educational institution, (iii) transfer to a member or members or stockholders of the undersigned,; provided’s family or to a trust, the direct or indirect beneficiaries of which are the undersigned and/or a member or members of his or her family, (iv) by testate succession or intestate distribution, (v) if the undersigned is a trust, to any beneficiary of the undersigned or to the estate of any such beneficiary, (vi) distributions not involving a disposition for value of Securities or other securities to members, partners or stockholders of, or owner of a similar equity interest in, the undersigned or to any corporation, partnership or other person or entity that is a direct or indirect affiliate of the undersigned, or (vii) transfers of Securities or any security convertible into or exchangeable for Securities that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that, each donee, distributee or transferee, as the case of any transfer or distribution pursuant to clause (B) or (C)may be, each donee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; Letter Agreement, and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedAct, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Restricted Period). If ;
(E) the undersigned is an officer or director transfer of the Company, undersigned’s Securities or other securities to the undersigned further agrees that the foregoing provisions shall be equally applicable Company pursuant to any Company-directed Securities contractual arrangement in effect on the undersigned may purchase in date of this Letter Agreement that provides for the Public Offering. If the undersigned is an officer or director repurchase of the Company, (i) X.X. Xxxxxx undersigned’s Securities LLC on behalf of or such other securities by the Underwriters agrees that, at least three business days before the effective date of any release Company or waiver of the foregoing restrictions in connection with a the termination of the undersigned’s employment or other service relationship with the Company; and
(F) the sale or transfer of shares of Common StockStock under a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act that has been entered into prior to the date hereof which has been provided to the Representatives or their legal counsel, X.X. Xxxxxx Securities LLC provided, that, to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Underwriters will notify undersigned or the Company of the impending release regarding such sale or waivertransfer, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release such announcement or waiver by press release through filing shall include a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration statement that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration sale or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed is in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)established Trading Plan.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information Price and other terms of the offering conveyed orally (and included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES a Rule 134 compliant pricing notice). Gxxxxxx Sxxxx & Co. LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. 200 Xxxx Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10282 Re: AmerisourceBergen Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that the Underwriter (“you, as representative (the “Representative”) of and the several Underwriters, Dealers (in each case as defined in the Underwriting Agreement) propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company (the “Counterparty”), and AmerisourceBergen Corporation, a Delaware corporation (the “CompanyIssuer”), providing for in connection with prepaid variable share forward transactions (each, a “VPF Transaction” and, together, the “VPF Transactions”) covering an aggregate of 10,500,000 shares of common stock of the Issuer (the “Common Stock”) and the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 Underwriter of 7,293,548 shares of Common Stock. In connection with hedging their exposure under the VPF Transactions, on or prior to the Underwriting Agreement (Closing Date, the “Underwriters”), of common stock, par value $0.0001 per share (“Dealers will borrow and sell Common Stock”), of directly or through affiliates, to the Company (the “Securities”)Underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of order to induce you to enter into the Underwriters’ agreement to purchase and make the Public Offering of the Securities, Underwriting Agreement and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the UnderwritersUnderwriter, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 30 days (the “Lock-up Period”) after the date of the prospectus relating to Prospectus for the Public Offering Offered Securities (such period, the “ProspectusRestricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make cause to be filed or confidentially submitted any demand for or exercise any right with respect to registration statement for, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) pursuant to the Securities VPF Transactions and the shares of Common Stock to be sold or transferred by or on behalf of the undersigned Dealers to the Underwriter pursuant to the Underwriting Agreement, if any, ; (B) transfers of shares of Common Stock as a bona fide gift or gifts, and or for bona fide estate planning purposes; (C) distributions distributions, transfers or exchanges of shares of Common Stock or any security, directly or indirectly, convertible into or exercisable or exchangeable for Common Stock to members or with limited or general partners, members, stockholders or affiliates (as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the undersigned,; provided(D) transfers to immediate family members of the undersigned, trusts for the benefit of the undersigned or immediate family members of the undersigned, or partnerships, limited liability companies or other entities the only partners, members or equity holders of which are the undersigned and/or immediate family members of the undersigned; (E) transfers by will or intestacy upon the death of the undersigned, or by operation of law or pursuant to an order of a court or regulatory authority, such as pursuant to a qualified domestic order, divorce settlement or decree or separation agreement; (F) transfers to, or exchanges with, any investment fund controlled or managed by the undersigned; (G) transfers of shares of Common Stock purchased by the undersigned on the open market following the Public Offering; (H) transfers to conduct a “net” or “cashless” settlement, via a disposition to the Issuer, of any equity awards issued pursuant to an employee benefit plan maintained by the Issuer or any of its subsidiaries, including for the payment of exercise price and tax and remittance payments due, provided that (i) any Common Stock received upon such exercise shall be subject to the restrictions contained herein and (ii) if the undersigned is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period related to such an exercise by the undersigned, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of net share settlement or tax withholding obligations of the undersigned in connection with such settlement; (I) to the Issuer from an employee of or service provider of the Issuer upon death, disability or termination of employment, in each case, of such employee or service provider and (J) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a Change of Control (defined below) of the Issuer approved by the Issuer’s board of directors, provided that in the event that the Change of Control is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained herein; provided that in the case of any transfer or distribution pursuant to clause (B) or ), (C), (D), (E) or (F), each donee donee, distributee or distributee transferee shall execute and deliver to the Representative Underwriter a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E), (F) or (CG), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, showing a reduction in beneficial ownership or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up PeriodRestricted Period referred to above). If the The undersigned is an officer or director of the Company, the undersigned further acknowledges and agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities precludes the undersigned may purchase from engaging in the Public Offering. If the undersigned is an officer any hedging or director of the Companyother transaction designed or intended, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees thator which could reasonably be expected to lead to or result in, at least three business days before the effective date a sale or disposition of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC or any securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (someone other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”)undersigned.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used The public offering price per share for the Securities is $43.90 The number of Securities purchased by the Underwriters to confirm sales] [None] X. X. is 6,544,522 FORM OF LOCK-UP AGREEMENT XXXXXX SECURITIES XXXXXXX & CO. LLC As as Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities Morgan Xxxxxxx & Co. LLC 000 Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Re: Colfax Corporation — Public Offering of Common Stock Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representative of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Colfax Corporation, a Delaware corporation (the “Company”) and certain shareholders of the Company named on Schedule 2 to the Underwriting Agreement (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.0001 0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC Xxxxxxx & Co. LLC, on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 45 days (the “Lock-up Period”) after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, the Securities, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise otherwise, (3) publicly disclose to the intention to do any of the foregoing or (34) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Lock-Up Securities, in each case other than than:
(Aa) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers transfer of shares of Common Stock as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; provided, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).;
Appears in 1 contract
Samples: Underwriting Agreement (Colfax CORP)
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Public offering price: $164.00 per share Number of shares: 3,506,098 Option Shares: 525,914 None] . FORM OF LOCK-UP AGREEMENT , 2018 X. X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC XXXXXX XXXXXXX & CO. LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several UnderwritersUnderwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae CorporationSage Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 per share (“Common Stock”)share, of the Company (the “SecuritiesCommon Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the SecuritiesCommon Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. X.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof and ending 180 days of this letter agreement (the “Lock-up PeriodLetter Agreement”) and ending [•]1 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 Stock. The foregoing restrictions shall not apply to:
(andA) sales of securities acquired in open market transactions after the date of the Public Offering;
(B) transfers of securities (i) as a bona fide gift or gifts or (ii) by will or intestacy to the legal representative, for heir, beneficiary or a member of the avoidance immediate family of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which in a transaction not involving a disposition for value;
(C) if the undersigned is a party or under which the undersigned is entitled to any right or benefit)an individual, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as or any security directly or indirectly convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes;
(D) if the undersigned is a bona fide gift or giftstrust, and (C) distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members its beneficiaries in a transaction not involving a disposition for value;
(E) if the undersigned is a corporation, limited liability company, partnership or stockholders other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to members, stockholders, limited partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned in a transaction not involving a disposition for value;
(F) transfers to the Company pursuant to agreements under which the Company has the option to repurchase such shares or securities upon termination of service of the undersigned,; provided, provided that in the case of repurchase price for any transfer such shares or distribution pursuant to clause (B) or (C), each donee or distributee securities shall execute and deliver not exceed the original purchase price paid by the undersigned to the Representative a lock-up letter in Company for such shares or securities;
1 Please note we will insert 90 days for officers; 30 days for directors.
(G) the form receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options, provided that any such shares of Common Stock received upon such exercise shall be subject to the terms of this paragraph; and provided, further, agreement (this “Letter Agreement”);
(H) the establishment of a trading plan that in satisfies the case requirements of any transfer or distribution pursuant to clause Rule 10b5-1 (B) or (C), no filing by any party (donor, donee, transferor or transferee“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution amended (other than a filing on a Form 5 made after the expiration of “Exchange Act”) for the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC provided that there will be no transfer of shares of the undersigned’s Common Stock during the Restricted Period and such a plan may only be established if no public announcement of the establishment or existence thereof and no filing with the SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person during the Restricted Period; or
(I) sales or transfers of Common Stock made pursuant to a trading plan that satisfies the requirements of Rule 10b5-1 under the Exchange Act that has been entered into by the undersigned prior to the date of this Letter Agreement and provided to the Representatives, provided that no amendments or other modifications are made to such plans and that, to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the Underwriters will notify undersigned or the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to regarding any such officer sales or director transfers, such announcement or filing shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit include a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter statement to the extent and for effect that the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration sale or transfer of the securities described herein, are hereby authorized was made pursuant to decline a trading plan pursuant to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lockRule 10b5-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).1;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. XXXXXX SECURITIES Offering Price: $5.49 Number of Underwritten ADSs: 3,642,988 The offering has an extended settlement cycle of T+2. Leerink Partners LLC TD Securities (USA) LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below hereto c/o X. X. Leerink Partners LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10019 c/o TD Securities (USA) LLC 000 Xxxxxxx 0 Xxxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 New York 10017 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invitae Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Molecular Partners AG, a company limited by shares (Aktiengesellschaft) organized under the laws of common stockSwitzerland (the “Company”), providing for the public offering in the United States (the “Public Offering”) by the Underwriters of American Depositary Shares (“ADSs”) of the Company representing ordinary shares, par value $0.0001 CHF 0.10 per share (“Common Stock”), of the Company (the “Ordinary Shares” and, together with the ADSs, the “Equity Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 90 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, grant instruction rights (Weisungsrechte) pursuant to article 25 of the Swiss Federal Intermediated Securities Act or otherwise transfer or dispose of, directly or indirectly, any shares Equity Securities of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock Equity Securities (including, including without limitation, Common Stock Equity Securities or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and Swiss law and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Equity Securities, “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible into other derivative transaction or exercisable instrument, however described or exchangeable defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for Common Stock (andthereunder) would be settled by delivery of Lock-Up Securities, for in cash or otherwise. Notwithstanding the avoidance of doubtforegoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer or dispose of the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will, other testamentary document or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a corporation, partnership, limited liability company, trust or other entity of which the undersigned and/or one or more members of the immediate family of the undersigned are, directly or indirectly, the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(Cv) distributions to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution or other transfer to general or limited partners, members or shareholders of, or other holders of equity in the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) transactions relating to securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company to satisfy any tax withholding obligation or in connection with the vesting, settlement, or exercise of restricted share units, options, warrants or other rights to purchase shares of Equity Securities (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price, nominal value, social security and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted share units, options, warrants or rights, provided that any such shares of Equity Securities received under this clause (x) shall be subject to the terms of this Letter Agreement, and provided further that any such restricted share units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a share incentive plan or other equity award plan or other arrangement, each such agreement, plan or other arrangement which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of Common Stock to members capital stock if, after such transfer, such person or stockholders group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; providedprovided that (A) in the case of any transfer, that disposition or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), each donee or distributee shall execute (ii), (iii), (iv), (v), (vi) and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (Cix), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”) (or equivalent thereof in non-U.S. jurisdictions), notification of a management transaction pursuant to the regulations of the SIX or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 under the Exchange Act (or equivalent thereof in non-U.S. jurisdictions) made after the expiration of the Lock-up PeriodRestricted Period referred to above) and (C) in the case of any transfer, disposition or distribution pursuant to clause (a)(vii). If the undersigned is an officer , (viii) and (x) it shall be a condition to such transfer that no public filing, report or director announcement shall be voluntarily made and if any filing under Section 16(a) of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any CompanyExchange Act (or equivalent thereof in non-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”U.S. jurisdictions), or other public filing, report or announcement reporting a reduction in beneficial ownership of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you Equity Securities in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Price per Share: $95.00 Number of Underwritten Shares: 1,300,000 Number of Option Shares: 195,000 FORM OF LOCK-UP AGREEMENT , 20 BOFA SECURITIES, INC. X.X. XXXXXX SECURITIES LLC EVERCORE GROUP L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. BofA Securities, Inc. One Bryant Park New York, New York 10036 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10179 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Re: GULFPORT ENERGY CORPORATION — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationIssuer, a Delaware corporation (the “Company”)) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. BofA Securities, Inc., X.X. Xxxxxx Securities LLC and Evercore Group L.L.C. on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 at the close of business 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.0001 per share par value, of the Company (the “Common Stock Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”); except for the sale of the shares of Common Stock by the Selling Stockholders to the Company pursuant to the Purchase Agreement, or publicly disclose dated June 20, 2023, between the intention to make any offer, sale, pledge or dispositionCompany and the Selling Stockholders (the “Purchase Agreement”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (andLock-Up Securities, for the avoidance of doubt, provided that the undersigned hereby waives can make such demand for, or exercise any and all notice requirements and rights right with respect to to, the registration of any securities pursuant Lock-Up Securities so long the actions described in clause (1) are not taken during the Restricted Period and no filing is made with the Commission with respect to sale or the registration of such Lock-Up Securities during the Restricted Period, or (4) publicly disclose the intention to do any agreementof the foregoing other than as may be required by Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a result of the consummation of the transactions contemplated by the Underwriting Agreement or the Purchase Agreement. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, understanding however described or otherwisedefined) designed or intended, including any stockholders or registration rights agreement which could reasonably be expected to lead to or similar agreementresult in, to which the undersigned is a party sale or under which the undersigned is entitled to any right disposition or benefit), in each case other than transfer (A) the Securities to be sold whether by the undersigned pursuant to or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the Underwriting Agreementforegoing, if any, the undersigned may:
(Ba) transfers of shares of Common Stock transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, and (C) distributions of shares of Common Stock to members or stockholders of the undersigned,; providedfor bona fide estate planning purposes, that in the case of any transfer or distribution pursuant to clause (B) or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release by will or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).intestacy,
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [None] X. X. Public Offering Price: $35.00 per Share Number of Underwritten Shares: 5,500,000 Number of Option Shares: 825,000 FORM OF LOCK-UP AGREEMENT X.X. XXXXXX SECURITIES LLC XXXXXXXXX LLC XXXXX AND COMPANY, LLC RBC CAPITAL MARKETS, LLC As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationConstellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of its common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. the X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (such period, the “ProspectusRestricted Period”), (1) 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 for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreementtransfers, if any, (B) transfers dispositions or distributions of shares of Common Stock Stock:
(A) acquired in the Public Offering (other than any Company-directed Securities purchased in the Public Offering by an officer or director of the Company) or acquired in open market transactions after the completion of the Public Offering;
(B) (i) by will, other testamentary document or intestate succession or (ii) solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;
(C) (i) as a bona fide gift or giftsgifts or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement), and “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin);
(CD) distributions of shares of Common Stock to members the members, limited or general partners or stockholders of the undersigned,, its direct or indirect affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or other entities controlled or managed by the undersigned; or
(E) to the Company pursuant to agreements under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares upon termination of service of the undersigned; provided, that in the case of any transfer transfer, disposition or distribution pursuant to clause (B), (C) or (CD), each donee donee, distributee, transferee or distributee recipient of shares of Common Stock shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraphLetter Agreement; and provided, further, that in the case of any transfer transfer, disposition or distribution pursuant to clause clauses (BC) or (CD), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable Restricted Period referred to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, above and any duly appointed transfer agent for the registration required Schedule 13G (or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation 13G/A) or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”13F filing), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Constellation Pharmaceuticals Inc)
Pricing Information Provided Orally by Underwriters. Price per share: $[set out key information included in script that will be used by Underwriters to confirm sales●] Number of Underwritten Shares: [●] Number of Option Shares: [●] [NoneForm of Lock-up Agreement] X. X. XXXXXX SECURITIES LLC XXXXX XXXXXXX & CO. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Xxxxx Xxxxxxx & Co. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Deciphera Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative the Representatives (the “RepresentativeRepresentatives”) of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationDeciphera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stockCommon Stock, par value $0.0001 0.01 per share (“Common Stock”)par value, of the Company (the “Securities”). Capitalized terms used herein in this agreement (this “Lock-Up Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC on behalf of the Underwriters, that the undersigned will not, during the period commencing beginning on the date hereof of this Lock-Up Agreement and ending 180 [-] days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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 Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesUndersigned’s Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit)Stock, in each case other than than:
(A) the any Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, ,
(B) transfers of shares of Common Stock the Undersigned’s Shares as a bona fide gift or gifts, and provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein,
(C) distributions if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the undersigned may transfer the Undersigned’s Shares (x) to another corporation, partnership, limited liability company, trust or other affiliate as defined in Rule 405 promulgated under the Securities Act of 1933, as amended, of the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) or (y) as part of a distribution without consideration by the undersigned to its stockholders, partners, members or other equity holders, provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Undersigned’s Shares subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such Undersigned’s Shares except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value,
(D) sales or other transfers of the Undersigned’s Shares acquired in the Public Offering, or transactions relating the Undersigned’s Shares acquired in open market transactions after the effective date of the registration statement for the Public Offering,
(E) transfers of the Undersigned’s Shares to any member of the immediate family of the undersigned or any trust or other legal entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to any beneficiary (including such beneficiary’s estate) of the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth in this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value (for purposes hereof “immediate family” shall mean any relationship by blood, domestic partnership, marriage or adoption, nor more removed than first cousin),
(F) transfers of the Undersigned’s Shares by will or intestate succession upon the death of the undersigned,
(G) transfers of the Undersigned’s Shares by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement,
(H) the surrender or forfeiture of the Undersigned’s Shares to the Company to satisfy (x) tax withholding obligations upon exercise or vesting or (y) the exercise price upon a cashless net exercise, in each case, of share options, equity awards, warrants or other right to acquire Common Stock pursuant to the Company’s equity incentive plans as described in the Registration Statement,
(I) the exercise of any option, warrant or other rights to acquire shares of Common Stock or other securities, the settlement of any share-settled share appreciation rights, restricted shares or restricted share units or the conversion of any convertible security into Common Stock, provided that the underlying Common Stock or other securities continue(s) to members be subject to the restrictions of this Lock-Up Agreement,
(J) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or stockholders other similar transaction in each case made to all holders of Common Stock, involving a Change of Control (as defined below), provided that (x) in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the terms of this Lock-Up Agreement and (y) no such transfer of Common Stock or other Undersigned’s Shares shall be permitted pursuant to this clause (J) if such bona fide third-party tender offer, merger, consolidation or other similar transaction is not approved by the board of directors of the Company, unless either (i) such transfer is required pursuant to mandatory take-over or squeeze-out provisions under applicable law or (ii) the failure to so transfer such Undersigned’s Shares would result in such Undersigned’s Shares being extinguished without value being received by the undersigned,; provided, that in
(K) any transfers of the case Undersigned’s Shares to the Company arising as a result of any transfer or distribution the termination of employment of the undersigned and pursuant to clause employment agreements under which the Company has the option to repurchase the Undersigned’s Shares or a right of first refusal with respect to transfers of the Undersigned’s Shares, or
(L) transfers of the Undersigned’s Shares with the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co. on behalf of the Underwriters. In addition, with respect to clauses (B) or through (C)I) above, each donee or distributee it shall execute and deliver be a condition to the Representative a lock-up letter in the form of this paragraph; and provided, further, such transfer that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or amended (the “Exchange Act”) nor any other public announcement filing or disclosure of such transfer by or on behalf of the undersigned shall be required or shall be voluntarily made voluntarily in connection with such transfer or distribution during the Restricted Period (other than a filing on a Form 5 made after the expiration of the Restricted Period and any required Schedule 13G (or 13G/A) or 13F (or 13F/A) filing, provided that such filing clearly indicates in the footnotes thereto an explanation of the type of transaction giving rise to the change in ownership and, with respect to clauses (B), (C), (E) and (I), that the footnotes thereto also indicate the securities so transferred or distributed are subject to this Lock-up PeriodUp Agreement). If Furthermore, nothing in this Lock-Up Agreement shall be deemed to prevent the undersigned from establishing any contract, instruction or plan (a “Plan”) pursuant to Rule 10b5-1 under the Exchange Act for the transfer Common Stock, provided that (x) such Plan does not provide for the transfer of Common Stock during the Restricted Period and (y) to the extent a public announcement or filing under the Exchange Act regarding the establishment of such Plan is an officer required of or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer voluntarily made by or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release undersigned or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration such announcement or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute filing shall include a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard statement to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2015, with respect to shares effect that no transfer of Common Stock (may be made under such Plan during the “Shares”)Restricted Period.
Appears in 1 contract
Samples: Underwriting Agreement (Deciphera Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. Number of Underwritten Shares: [set out key information included in script that will be used by Underwriters to confirm sales•] Number of Option Shares: [None•] X. X. Public Offering Price: $[•] per Share Written Testing-the-Waters Communications Upstream Bio – Testing-the-Waters Presentation (July 2024 – September 2024) Form of Lock-Up Agreement X.X. XXXXXX SECURITIES LLC TD SECURITIES (USA) LLC XXXXX XXXXXXX & CO. XXXXXXX XXXXX & COMPANY, L.L.C. As Representative Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx New York, New York 10179 c/o TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx New York, New York 10017 c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, XX 00000 Xxxxx 000 Minneapolis, Minnesota 55402 c/o Xxxxxxx Xxxxx & Company, L.L.C. 000 X. Xxxxxxxxx Xxxxx Chicago, Illinois 60606 Re: Upstream Bio, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as representative representatives (the “RepresentativeRepresentatives”) of the several UnderwritersUnderwriters (as defined below), propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae CorporationUpstream Bio, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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, 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 (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securitiesLock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securitiesLock-Up Securities, in cash or otherwise or otherwise, (3) make any demand for or exercise any right with respect to the registration of any shares Lock-Up Securities, or (4) publicly disclose the intention to do any of Common Stock the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any security convertible other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into or exercisable or exchangeable for Common Stock (and, for by the avoidance of doubtundersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned hereby waives any and all notice requirements and rights with respect to may:
(a) transfer or dispose of the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than undersigned’s Lock-Up Securities:
(Ai) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of shares of Common Stock as a bona fide gift or gifts, as a charitable contribution, or for bona fide estate planning purposes,
(ii) by will or intestacy or any other testamentary document,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor, trustee (or co-trustee) or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a corporation, partnership, limited liability company, investment fund or other entity (A) of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, or (CB) distributions controlled by, or under common control with, the undersigned or the immediate family of the undersigned,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is a wholly owned subsidiary or an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a disposition, transfer or distribution to limited partners, members or shareholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a transaction related to the undersigned’s Lock-Up Securities acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock to members (including, in each case, by way of “net” or stockholders “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); and enter into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Lock-Up Securities in connection with such a transaction; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned,’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided, provided that (A) in the case of any transfer or distribution pursuant to clause (B) or (Ca)(i), (ii), (iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee donee, devisee, transferee or distributee shall execute and deliver to the Representative Representatives a lock-up letter in the form of this paragraph; and providedLetter Agreement, further, that (B) in the case of any transfer or distribution pursuant to clause (Ba)(iii), (iv), (v), (vi) or and (Cix), no filing by any party (donor, donee, transferor devisee, transferor, transferee, distributer or transfereedistributee) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 or a filing required pursuant to Section 13 of the Exchange Act and the rules and regulations promulgated thereunder made after the expiration of the Lock-up PeriodRestricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(i). If the undersigned is an officer , (ii), (vii), (viii) and (x) it shall be a condition to such transfer that no public filing, report or director announcement shall be voluntarily made and if any filing under Section 16(a) of the CompanyExchange Act, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase or other public filing, report or announcement reporting a reduction in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer beneficial ownership of shares of Common Stock, X.X. Xxxxxx Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offeringtransfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and your request for a [waiver] [release] dated , 2015, with respect to shares conditions of Common Stock (the “Shares”).such transfer;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by Underwriters to confirm sales] [Public Offering Price: $32.00 per Share Number of Underwritten Shares: 2,651,108 Number of Option Shares: 397,666 None] X. X. XXXXXX SECURITIES . LEERINK PARTNERS LLC As Representative CXXXX AND COMPANY, LLC as Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities Leerink Partners LLC 000 Xxxxxxx 200 Xxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 500 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) Representatives of the several Underwriters, propose to enter into an Underwriting Agreement underwriting agreement (the “Underwriting Agreement”) with Invitae Quanterix Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.001 par value $0.0001 per share (“Common Stock”)share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing beginning on the date hereof of this letter agreement (this “Letter Agreement”) and ending 180 90 days (the “Lock-up Period”) after the date of the final prospectus supplement (the “Prospectus”) relating to the Public Offering (the “ProspectusRestricted Period”), (1) 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 Stock, $0.001 par value per share, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including, including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) 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 (and, for the avoidance of doubt, Stock. The foregoing restriction is expressly agreed to preclude the undersigned hereby waives from engaging in any and all notice requirements and rights with respect hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the registration undersigned's shares of Common Stock or any securities pursuant to security convertible into Common Stock even if such shares of Common Stock or any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case security convertible into Common Stock would be disposed of by someone other than the undersigned. The foregoing shall not apply to:
(A) the Securities to be sold by the undersigned undersigned, if any, pursuant to the Underwriting Agreement, if any, ;
(B) transfers of shares of Common Stock as a bona fide gift or giftsgifts or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, and or by will or intestate succession upon the death of the undersigned;
(C) if the undersigned is a corporation, partnership, limited liability company or other business entity, distributions of shares of Common Stock to members or stockholders of the undersigned,; provided;
(D) if the undersigned is a corporation, that partnership, limited liability company or other business entity, any transfer made by the undersigned to another corporation, partnership, limited liability company or other business entity so long as the transferee controls, is controlled by or is under common control with the undersigned and such transfer is not for value;
(E) transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired by the undersigned in the case Public Offering or in open market transactions after completion of the Public Offering;
(F) the entry into any transfer or distribution pursuant to clause trading plan providing for the sale of Common Stock by the undersigned, which trading plan (Ba “10b5-1 Plan”) or (C), each donee or distributee shall execute and deliver to meets the Representative a lockrequirements of Rule 10b5-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B) or (C), no filing by any party (donor, donee, transferor or transferee1(c) under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), provided, however, that such plan does not provide for, or permit, the sale of any Common Stock during the Restricted Period and no filing under Section 16(a) of the Exchange Act or other public announcement shall be is voluntarily made or required regarding such plan during the Restricted Period;
(G) any transfers or shall be dispositions made voluntarily in connection with such transfer by or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC on behalf of the Underwriters agrees thatundersigned solely to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements disclosed in the Prospectus, at least three business days before the effective date of any release or waiver provided that no filing under Section 16(a) of the foregoing restrictions Exchange Act or other public announcement is voluntarily made regarding such transfers during the Restricted Period, and provided, further, that any filing required under Section 16(a) of the Exchange Act shall clearly indicate in the codes and footnotes thereto that any such disposition of shares was made solely to satisfy the undersigned’s tax withholding obligations;
(H) any transfers made by the undersigned by operation of law, such as pursuant to a qualified domestic order or in connection with a transfer divorce settlement;
(I) to the Company pursuant to agreements under which the Company has the option to repurchase shares or shares are forfeited upon termination of service of the undersigned[; and]
(J) dispositions solely in connection with the “cashless” exercise of stock options or warrants to acquire shares of Common StockStock described in the Prospectus or issued pursuant to an equity plan or arrangement described in the Prospectus (the term “cashless” exercise being intended to include the sale of a portion of the shares issuable upon exercise of the stock options or warrants or previously owned shares to the Company to cover payment of the exercise price) for the purpose of exercising such stock options or warrants, X.X. Xxxxxx Securities LLC in any event, solely if such stock options or warrants would otherwise expire, provided that any shares of Common Stock received upon such exercise shall be subject to all of the restrictions set forth in this Letter Agreement and provided, further, that any filing required under Section 16(a) of the Exchange Act shall clearly indicate in the codes and footnotes thereto that any disposition of shares in connection with a “cashless” exercise was made solely to the Company;[ and]
(K) [transfers of [up to [ ]] shares of Common Stock by the undersigned pursuant a 10b5-1 Plan established prior to the date hereof, which 10b5-1 Plan shall not be amended during the Restricted Period but may be terminated during the Restricted Period, provided that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Underwriters will notify undersigned or the Company of regarding sales made under the impending release undersigned’s 10b5-1 Plan, such announcement or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through filing shall include a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter statement to the extent and for the duration effect that such terms remain in effect at the time sales of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, Common Stock are hereby authorized being made pursuant to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned shall be released from all obligations under this letter agreement if: (i) the Underwriting Agreement does not become effective by September 30, 2015; (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated ’s 10b5-1 Plan established prior to payment for and delivery of the Common Stock to be sold thereunder; or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Public Offering. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this letter agreement. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Name of Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Invitae Corporation (the “Company”) of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and the lock-up letter dated , 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiverdate hereof;] [release] dated , 2015, with respect transfers of up to 117,378 shares of Common Stock (held by an investment firm, over which the “Shares”).undersigned has sole voting and investment control;]
Appears in 1 contract
