Pricing Information Provided Orally by Underwriters. Underwritten Shares: [•] shares Option Shares: [•] shares Public Offering Price Per Share: $[•] FORM OF LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. 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, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: 1Life Healthcare, Inc. —- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with 1Life Healthcare, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders named in 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 (the “Common Stock”), $0.001 per share 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 receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC (the “Representatives”) 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 in this letter agreement (this “Letter Agreement”) during the period beginning on the date of this Letter Agreement and ending at the close of business 90 days after the date of the 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, 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 and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or any other Lock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or 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 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 (whether by the undersigned or someone other than the undersigned) or transfer 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 Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may: (a) transfer the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, 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 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 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)(1) 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; (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 SEC under the Securities Act of 1933, as amended) of the undersigned; or (3) to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned (including where the undersigned is a partnership, to a successor partnership or fund, or any other funds managed by such partnership),

Appears in 1 contract

Samples: Underwriting Agreement (1Life Healthcare Inc)

Pricing Information Provided Orally by Underwriters. ~~Underwritten Shares: [•] shares Option Shares: [•] shares Public Offering Price Per Share~~Price: $[•—] ~~FORM OF LOCK~~per Share Number of Shares offered by Company: (plus Option Shares) Number of Shares offered by Selling Stockholders: (plus Option Shares) Underwriting discounts and commissions: $[—] per Share [—] Common Shares Issuer: Ultragenyx Pharmaceutical Inc. Symbol: RARE Size (without option exercise): $ Total Firm Shares Offered by Issuer: common shares Total Firm Shares Offered by Selling Stockholders: common shares Option Shares Offered by Issuer common shares Option Shares Offered by Selling Stockholders: common shares Price to Public: $ Trade Date: July [—], 2014 Closing Date: July [—], 2014 CUSIP No: 00000X000 Underwriters: X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx and Company, LLC Xxxxxx X. Xxxxx & Co. Incorporated The issuer has filed a registration statement (including a preliminary prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates, which was declared effective by the SEC on July [—], 2014. Before you invest, you should read the preliminary prospectus in that registration statement for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, you may request a copy of the preliminary prospectus from X.X. Xxxxxx Securities LLC, Attention: Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, or by telephone at (000) 000-~~UP AGREEMENT~~ 0000, ~~2020 X.X.~~ or from Xxxxxx Xxxxxxx & Co. LLC, Attention: Prospectus Department, 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, by email at xxxxxxxxxx@xxxxxxxxxxxxx.xxx or by toll-free call to (000) 000-0000. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction. X. X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC As 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, XX 00000 Re: ~~1Life Healthcare,~~ Ultragenyx Pharmaceutical Inc. —- — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an ~~underwriting agreement~~ Underwriting Agreement (the “Underwriting Agreement”) with ~~1Life Healthcare,~~ Ultragenyx Pharmaceutical Inc., a Delaware corporation (the “Company”) ), and the Selling Stockholders ~~named~~ listed in Schedule 2 to the Underwriting ~~Agreement (the “Selling Stockholders”)~~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 (the “Common Stock”), $0.001 per share par value~~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 Xxxxxx Xxxxxxx & Co. LLC ~~(the “Representatives”)~~ 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 in this letter agreement (this “Letter Agreement”)~~ during the period ~~beginning~~ commencing on the date ~~of this Letter Agreement~~ hereof and ending ~~at the close of business~~ 90 days after the date of the final prospectus (the “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, ~~lend,~~ lend 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 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~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~the “Lock-Up Securities”)~~sale, pledge, loan 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 ~~Lock-Up Securities~~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 ~~any~~ such other ~~Lock-Up Securities~~securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or 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 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 (whether by the undersigned or someone other than the undersigned) or transfer 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 shares of Common Stock or ~~other securities~~any security convertible into or exercisable or exchangeable for Common Stock, in ~~cash~~ each case other than: (A) transfers or ~~otherwise. Notwithstanding the foregoing, the undersigned may: (a) transfer the undersigned’s Lock-Up Securities:~~ dispositions of shares of Common Stock (i) as a bona fide gift or gifts~~, including, without limitation, to a charitable organization or educational institution, 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 ~~or other legal entity~~ for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii) to any corporation, partnership, limited liability company, investment fund or other entity controlled or managed, or if under common control or management by the undersigned is or the immediate family of the undersigned; (iv) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a ~~trust~~member of the immediate family of the undersigned; or (v) as distributions to partners, members or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A)(i) through (v), each donee or distributee shall execute and deliver to the 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 (A)(i) through (v), 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 shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5), (B) sales or transfers of Common Stock made pursuant to a ~~trustor~~ trading plan pursuant to Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) that has been entered into by the undersigned prior to the date of this letter agreement, provided, that to the extent a public announcement or ~~beneficiary~~ filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the ~~trust~~ undersigned or the Company regarding any such sales or transfers, such announcement or filing shall include a statement to the effect that the sale or transfer was made pursuant to a trading plan pursuant to Rule 10b5-1, (C) the establishment of a trading plan pursuant to Rule 10b5-1 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) 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) the exercise of options to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company, provided that the underlying shares shall continue to be subject to the restrictions on transfer set forth in this agreement and provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period (other than a filing on a Form 5), (E) the exercise (whether for cash, cashless, or net exercise) of warrants to purchase shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock), provided that the underlying shares shall continue to be subject to the restrictions on transfer set forth in this agreement and provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period (other than a filing on a Form 5), (F) the transfer of shares of Common Stock (or any security convertible into Common Stock) to the Company or sold in connection with a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the ~~estate~~ undersigned in connection with such vesting or exercise provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period (other than a ~~beneficiary~~ filing on a Form 5), (G) the transfer or disposition of the undersigned’s shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) that occurs by operation of law, such ~~trust~~ as pursuant to a qualified domestic order or in connection with a divorce settlement provided that each transferee shall sign and deliver a lock-up letter substantially in the form of this letter, (H) 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, (I) the transfer or disposal of shares of Common Stock acquired on the open market following the Public Offering (including shares purchased in the Public Offering) provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period (other than a filing on a Form 5), or (J) any Securities to be sold by the undersigned pursuant to the Underwriting Agreement. For purposes of this ~~Letter Agreement~~agreement, “immediate family” shall mean any relationship by blood, ~~current or former marriage, domestic partnership~~ marriage or adoption, not more remote than first ~~cousin)~~cousin and “change of control” shall mean the consummation of any bona fide third party tender offer, ~~(iv)(1) to a partnership~~merger, ~~limited liability company~~ consolidation or other ~~entity~~ similar transaction the result 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; (2) to a corporation, member, partner, partnership, limited liability company, trust or other entity is that ~~is an affiliate~~ any “person” (as defined in ~~Rule 405 as promulgated by the SEC under the Securities Act of 1933, as amended~~Section 13(d)(3) of the ~~undersigned;~~ Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (~~3) to any investment fund or other entity controlled or managed by the undersigned or affiliates~~ as defined in Rules 13d-3 and 13d-5 of the ~~undersigned (including where~~ Exchange Act) of 50% of total voting power of the ~~undersigned is a partnership, to a successor partnership or fund, or any other funds managed by such partnership),~~voting stock of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Ultragenyx Pharmaceutical Inc.)

Pricing Information Provided Orally by Underwriters. ~~Underwritten~~ [Set out key information included in script that will be used by Underwriters to confirm sales]] Written Testing-the-Waters Communications [ ⚫ ] [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 Viking Holdings Ltd (the “Company”) of [ ● ] ordinary shares, $0.01 par value (the “Ordinary Shares”), of the Company and the lock-up letter dated [ ● ], 2024 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [ ● ], 2024, with respect to [ ● ] Ordinary Shares (the “Shares”). BofA Securities, Inc. and X.X. Xxxxxx Securities LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [ ● ], 2024; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of BofA Securities, Inc. Representative] [Name of BofA Securities, Inc. Representative] [Signature of X.X. Xxxxxx Securities LLC Representative] [Name of X.X. Xxxxxx Securities LLC Representative] cc: Company [ ● ], 2024 Viking Holdings Ltd (“Company”) announced today that BofA Securities, Inc. and X.X. Xxxxxx Securities LLC, the lead book-running managers in the Company’s recent public sale of [ ● ] of its ordinary shares, is [•waiving] [releasing] a lock-up restriction with respect to the Company’s ordinary shares ~~Option Shares:~~ held by [•certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [ ● ], 2024, and the shares ~~Public Offering Price Per Share: $[•]~~ may be sold on or after such date. FORM OF LOCK-UP AGREEMENT BofA Securities, ~~2020~~ Inc. X.X. ~~XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO.~~ Xxxxxx Securities LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx ~~Xxx Xxxx~~New York, ~~XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000~~ New York 10179 Re: ~~1Life Healthcare, Inc. —-~~ Viking Holdings Ltd — Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~1Life Healthcare~~Viking Holdings Ltd, ~~Inc., a Delaware corporation~~ an exempted company incorporated with limited liability under the laws of Bermuda (the “Company”) ), and the Selling ~~Stockholders named in~~ Shareholders listed on Schedule 2 to the Underwriting ~~Agreement (the “Selling Stockholders”)~~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 (the “Common Stock”)~~ordinary shares, par value $~~0.001~~ 0.01 per share ~~par value,~~ of the Company (~~the~~ “~~Securities~~Ordinary Shares”). 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~~Offering, 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 Xxxxxx Xxxxxxx & Co. LLC (~~the “Representatives~~”) on behalf of the Underwriters~~, the undersigned will not, and will not cause any ~~direct or indirect affiliate~~ of its controlled affiliates to, ~~in each case subject to~~ during the ~~exceptions set forth in~~ period beginning on the date of this letter agreement (this “Letter Agreement”) ~~during the period beginning on the date of this Letter Agreement~~ and ending at the close of business 90 180 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, 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 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 (the “SEC”) and securities which may be issued upon exercise of a ~~stock~~ share option or warrant) (~~collectively with the Common Stock~~collectively, the “Lock-Up Securities”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Common Stock or any other~~ Lock-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 Lock-Up ~~Securities~~Securities provided that, to the extent the undersigned has demand and/or piggyback registration rights, the foregoing shall not prohibit the undersigned from notifying the Company privately that it is or will be exercising its demand and/or piggyback registration rights following the expiration of the Restricted Period and undertaking any preparations related thereto; provided, further, that undersigned shall not, without the prior written consent of the Representatives, file or confidentially submit, or cause to be filed or confidentially submitted, during the Restricted Period, a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), in connection with such preparations, 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 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 ~~someone~~ any other ~~than the undersigned~~person) ~~or transfer~~ 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 ~~Common Stock or other securities~~Lock-Up Securities, in cash or otherwise. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any transfer during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, 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 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 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)(1) 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; (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 SEC under the Securities Act of 1933, as amended) of the undersigned; or (3) to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned (including where the undersigned is a partnership, to a successor partnership or fund, or any other funds managed by such partnership),

Appears in 1 contract

Samples: Underwriting Agreement (Viking Holdings LTD)

Pricing Information Provided Orally by Underwriters. Number of Underwritten ~~Shares~~Shares to be sold by the Company: [•·] ~~shares Option Shares~~Number of Underwritten Shares to be sold by the Selling Shareholder: [•·] ~~shares~~ Number of Option Shares to be sold by the Selling Shareholder: [·] Public Offering ~~Price Per Share~~Price: $[•·] ~~FORM OF LOCK~~per Share [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 Games Global Limited (the “Company”) of ______ ordinary shares, £0.000001 nominal value per share (the “Ordinary Shares”), of the Company and the lock-~~UP AGREEMENT~~ up letter dated [·], ~~2020 X.X.~~ 2024 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated __________________, 2024, with respect to ______shares of Ordinary Shares (the “Shares”). The Representatives hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 2024; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, J.X. XXXXXX SECURITIES LLC ~~XXXXXX XXXXXXX & CO~~JXXXXXXXX LLC MACQUARIE CAPITAL (USA) INC. cc: Company Games Global Limited (the “Company”) announced today that J.X. Xxxxxx Securities LLC, Jxxxxxxxx LLC and Macquarie Capital (USA) Inc., the lead book-running managers in the Company’s recent public sale of ordinary shares, is [waiving] [releasing] a lock-up restriction with respect to of the Company’s ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on ____________________, 2024, and the ordinary shares may be sold on or after such date. J.X. Xxxxxx Securities LLC Jxxxxxxxx LLC Macquarie Capital (USA) Inc. As 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 ~~Morgan~~ Xxxxxxxxx LLC 500 Xxxxxxx ~~& Co. LLC 0000 Xxxxxxxx Xxx Xxxx~~Xxxxxx New York, ~~XX 00000~~ New York 10022 c/o Macquarie Capital (USA) Inc. 100 X. 00xx Xx. New York, NY 10019 Re: ~~1Life Healthcare, Inc. —-~~ Games Global Limited --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several ~~Underwriters~~Underwriters (collectively, the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~1Life Healthcare, Inc.~~Games Global Limited, a ~~Delaware corporation~~ private limited company incorporated in the Isle of Man (the “Company”) ), and the Selling ~~Stockholders named in~~ Shareholder listed on Schedule 2 to the Underwriting ~~Agreement (the “Selling Stockholders”)~~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 (the “Common Stock”)~~ordinary shares, ~~$0.001~~ nominal value £0.000001 per ~~share par value~~share, of the Company (the “~~Securities~~Ordinary Shares”). 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~~Ordinary Shares, 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 Xxxxxx Xxxxxxx & Co. LLC (~~the “Representatives~~”) on behalf of the Underwriters~~, the undersigned will not, and will not cause any direct or indirect affiliate to, ~~in each case subject to~~ during the ~~exceptions set forth in~~ period beginning on the date of this letter agreement (this “Letter Agreement”) ~~during the period beginning on the date of this Letter Agreement~~ and ending at the close of business 90 180 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, 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 without limitation, ~~Common Stock~~ Ordinary Shares 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 may be issued upon exercise of a stock option or warrant) (collectively with the ~~Common Stock~~Ordinary Shares, the “Lock-Up Securities”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Common Stock or any other~~ Lock-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 Lock-Up Securities, 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 during the Restricted Period 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 expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or ~~someone~~ any other ~~than the undersigned~~person) ~~or transfer~~ 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 ~~Common Stock or other securities~~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 by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) transfer of the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, including, without limitation, to a charitable organization or ~~educational~~ education institution, 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 ~~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 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)(1~~iv) to a corporation, 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; , (2v) 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~~, member, partner~~, 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 as promulgated ~~by the SEC~~ under the Securities Act of 1933, as amended) of the undersigned; , or ~~(3)~~ 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~~ 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, transfer or distribution to direct or indirect members, shareholders, general and limited partners, managers or equityholders of the undersigned or its affiliates, (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, independent contractor or other service provider of the Company upon death, disability or termination of employment or cessation of services, as applicable, in each case, of such employee, independent contractor or service provider, (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 (A) in connection with the vesting, settlement or exercise of restricted stock units, restricted stock awards, options, warrants or other rights to purchase Ordinary Shares (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, restricted stock awards, options, warrants or rights, or (B) pursuant to “sell-to-cover” arrangements upon the vesting, settlement or exercise of such restricted stock units, restricted stock awards, options, warrants or other rights to purchase Ordinary Shares solely to cover withholding tax obligations in connection with such transaction and any transfer to the Company for the payment of taxes as a result of such transaction; provided in each case of clauses (A) and (B) that any such Ordinary Shares received upon such exercise, vesting or settlement that are not transferred to cover any such tax obligations shall be subject to the terms of this Letter Agreement; provided further that any such restricted stock units, restricted stock awards, 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 share capital 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 Ordinary Shares 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 that (A) in the case of any transfer 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 (a)(i), (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) 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 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or 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 Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of Ordinary Shares in connection with such transfer 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 conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (Games Global LTD)

Pricing Information Provided Orally by Underwriters. ~~Underwritten Shares~~The public offering price per share for the Shares is $1.50. The number of Shares purchased by the Underwriters is 13,333,333. [·], 20 [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 ConforMIS, Inc. (the “Company”) of [•·] shares ~~Option~~ of common stock, $0.00001 par value (the “Common Stock”), of the Company and the lock-up letter dated [·], 2015 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Common Stock (the “Shares”). Xxxxx and Company, LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, XXXXX AND COMPANY, LLC By: Name: Title: cc: ConforMIS, Inc. January [~~•] shares Public Offering Price Per Share: $[•] FORM OF LOCK-UP AGREEMENT~~ ·], ~~2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO.~~ 2018 Xxxxx and Company, LLC As ~~Representatives~~ Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below ~~c/o X.X. Xxxxxx Securities~~ Xxxxx and Company, LLC 000 ~~Xxxxxxx~~ Xxxxxxxxx Xxxxxx Xxx Xxxx, ~~XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx~~ Xxx ~~Xxxx, XX~~ Xxxx 00000 Re: ~~1Life Healthcare~~ConforMIS, Inc. —- — Public Offering Ladies and Gentlemen: The undersigned understands that you, as ~~Representatives~~ Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~1Life Healthcare~~ConforMIS, Inc., a Delaware corporation (the “Company~~”) and the Selling Stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders~~”), providing for the public offering (the “Public Offering”) by ~~the several Underwriters~~ a group of underwriters to be named in ~~Schedule 1 to~~ the Underwriting Agreement (the “Underwriters”) of common ~~stock (the “Common Stock”)~~stock, par value $~~0.001~~ 0.00001 per ~~share par value~~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~~ Xxxxx and ~~Xxxxxx Xxxxxxx & Co.~~ Company, LLC (the “~~Representatives~~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 in this letter agreement (this “Letter Agreement”)~~ during the period beginning on the date of this letter agreement (the “Letter ~~Agreement~~ Agreement”) and ending ~~at the close of business~~ 90 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, ~~lend,~~ or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, par value $0.00001 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~the “Lock-Up Securities”)~~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 ~~Lock-Up Securities~~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 ~~any~~ such other ~~Lock-Up Securities~~securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or 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 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 (whether by the undersigned or someone other than the undersigned) or transfer 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 shares of Common Stock or ~~other securities~~any security convertible into or exercisable or exchangeable for Common Stock, in ~~cash or otherwise. Notwithstanding the foregoing, the undersigned may~~each case other than: (aA) ~~transfer~~ the ~~undersigned’s Lock-Up~~ Securities:, if any, to be sold by the undersigned pursuant to the Underwriting Agreement; (iB) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts~~, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes,~~; (iiC) ~~by will,~~ transfers or dispositions of shares of Common Stock or such other ~~testamentary document or intestacy, (iii) to any member of the undersigned’s immediate family or~~ securities to any trust ~~or other legal entity~~ for the direct or indirect benefit of the undersigned or ~~the~~ one or more immediate family members of the undersigned in a transaction not involving a disposition for value or pursuant to a qualified domestic order or in connection with a divorce settlement; (D) transfers or dispositions of shares of Common Stock or such other securities to any of the undersigned’s affiliates, or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned in a transaction not involving a disposition for value or to any investment fund or other entity controlled or managed by the undersigned or under common control of the undersigned, or if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a ~~trust~~“Mutual Fund”), pursuant to a ~~trustor~~ merger or ~~beneficiary~~ reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the ~~trust~~ Investment Advisers Act of 1940, as amended; (E) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the ~~estate~~ legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or (F) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned, provided that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E) or (F), each donee or distributee shall execute and deliver to the Representative a ~~beneficiary~~ lock-up letter in the form of this Letter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (F), 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 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 ~~trust~~ transfer or distribution (~~for~~ other than a filing on a Form 5 and any required Schedule 13G (or 13G/A) or 13F filing). For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, ~~current or former marriage, domestic partnership~~ 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 the Representative, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company, it being understood that any shares of Common Stock received by the undersigned upon such exercise shall be subject to the restrictions on transfer set forth in this Letter Agreement, (ii) exercise any warrants described in the Prospectus, including by way of any ‘net’ exercises made in accordance with the terms of such warrants, provided, that any securities received upon exercise of such warrant (after giving effect to any ‘net’ exercise arrangement) will also be subject to the restrictions on transfer set forth in this Letter Agreement, and provided, further, in the case of ‘net’ exercises, that any filing required under the Exchange Act shall clearly indicate in the footnotes thereto that such exercise was made solely to the Company in connection with the ‘net’ exercise of warrants, (iii) transfer the undersigned’s Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (1) 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, (~~iv)(1~~2) pursuant to ~~a partnership, limited liability company~~ the terms of any stock incentive plan or ~~other entity~~ stock purchase plan of ~~which~~ the ~~undersigned and the immediate family~~ Company solely to satisfy tax obligations of the undersigned ~~are~~ in connection with the ~~legal and beneficial owner~~ vesting of ~~all~~ shares of restricted stock (for the ~~outstanding equity securities~~ avoidance of doubt, including any sale of shares to cover such tax obligations) or ~~similar interests; (2)~~ to ~~a corporation~~pay the exercise price of stock options, member, partner, partnership, limited liability company, trust or other entity that is an affiliate (as defined in Rule 405 as promulgated by the SEC under the Securities Act of 1933, as amended) of the undersigned; or (3) to the Company in connection with the termination of the undersigned’s employment with the Company or (4) pursuant to any ~~investment fund~~ plan complying with Rule 10b5-1 under the Exchange Act that has been entered into by the undersigned prior to the date of this Letter Agreement, provided that in the case of (1)-(4), any filing required to be made under Section 16(a) of the Exchange Act as a result of such transfer or sale shall state the reason for such transfer, (iv) 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, and no filing under the Exchange Act or other ~~entity controlled~~ public announcement shall be required or ~~managed~~ voluntarily made by the undersigned or ~~affiliates~~ any other person in connection therewith without the permission of the ~~undersigned~~ Representative, in each case during the 90-day period referred to above, and (~~including where~~ v) transfer or dispose of Securities acquired in the Public Offering or 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 is shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a ~~partnership, to~~ filing on a ~~successor partnership~~ Form 5 and any required Schedule 13G (or ~~fund,~~ 13G/A) or ~~any other funds managed by such partnership~~13F filing),.

Appears in 1 contract

Samples: Underwriting Agreement (ConforMIS Inc)

Pricing Information Provided Orally by Underwriters. Underwritten Shares: ~~[•] shares~~ 6,288,890 Number of Warrant Shares: 7,111,110 Option Shares: ~~[•] shares~~ 2,010,000 Public Offering Price ~~Per~~ per Share: $~~[•] FORM OF LOCK-UP AGREEMENT~~ 2.25 Public Offering Price per Warrant Share: $2.249 None. Xxxxx and Company, ~~2020 X.X. XXXXXX SECURITIES~~ LLC ~~XXXXXX XXXXXXX~~ Xxxxx Xxxxxxx & ~~CO. LLC~~ Co. As Representatives of the several Underwriters ~~listed in Schedule 1 to the Underwriting Agreement referred to below~~ Cowen and Company, LLC c/o ~~X.X. Xxxxxx Securities LLC~~ Broadridge Financial Solutions 000 ~~Xxxxxxx Xxxxxx~~ Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 c/o ~~Morgan~~ Xxxxx Xxxxxxx & Co. ~~LLC 0000~~ 000 Xxxxxxxx ~~Xxx~~ Xxxx, X00X00 Xxxxxxxxxxx, XX 00000 ~~Re: 1Life Healthcare, Inc. —- Public Offering~~ Ladies and Gentlemen: ~~The undersigned understands that you~~Reference is made to the underwriting agreement, ~~as Representatives of the several Underwriters~~dated April , ~~propose to enter into an underwriting agreement~~ 2021 (the “Underwriting Agreement”) ~~with 1Life Healthcare~~by and among Otonomy, Inc., a Delaware corporation (the “Company”) and ~~the Selling Stockholders named in Schedule 2 to the Underwriting Agreement~~ Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., as representatives (the “~~Selling Stockholders”), providing for the public offering (the “Public Offering~~Representatives”) by of the several Underwriters named in Schedule ~~1 to the Underwriting Agreement~~ I thereto (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company has agreed to issue and sell to the Underwriters an aggregate of [ ] shares of its common stock, par value $0.001 per share (the “Shares”) (including [ ] shares of its common stock upon the Underwriters exercise of their option to purchase additional shares), and pre-funded warrants to purchase [ ] shares of the Company’s common stock (the “~~Common Stock~~Warrants”)~~, $0.001 per share par value, of~~ . The Shares and the ~~Company (~~Warrants are referred to herein as the “Securities”). ~~Capitalized~~ This opinion letter is delivered to you as Representatives of the Underwriters pursuant to Section 6(g) of the Underwriting Agreement, and all terms used herein ~~and not otherwise defined shall~~ have the meanings ~~set forth~~ defined for them in the Underwriting ~~Agreement~~Agreement unless otherwise defined herein. ~~In consideration of~~ We have acted as counsel for the ~~Underwriters’ agreement to purchase~~ Company in connection with the Underwriting Agreement and ~~make~~ the ~~Public Offering~~ issuance of the Securities. As such counsel, we have made such legal and factual examinations and inquiries as we have deemed necessary or advisable for ~~other good~~ the purpose of rendering the opinions and ~~valuable consideration receipt of which is hereby acknowledged~~statements set forth below. In rendering the opinions and statements expressed below, ~~the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC (the “Representatives”) on behalf~~ we have examined originals or copies 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 in this letter agreement (this “Letter Agreement”) during the period beginning on the date of this Letter Agreement and ending at the close of business 90 days after the date of the 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, 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 and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or any other Lock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or 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 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 (whether by the undersigned or someone other than the undersigned) or transfer 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 Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned mayfollowing: (a) ~~transfer~~ the ~~undersigned’s Lock-Up Securities:~~certificate of incorporation, as amended to date, of the Company as certified by the Secretary of State of Delaware (the “Certificate of Incorporation”); (ib) the bylaws of the Company, as ~~a bona fide gift or gifts, including, without limitation,~~ amended to ~~a charitable organization or educational institution~~date (the “Bylaws”); (c) the minutes of the meetings of, or ~~for bona fide estate planning purposes,~~actions by written consent of, the Board of Directors, the Pricing Committee of the Board of Directors, and the stockholders of the Company with respect to the transactions covered by the opinions set forth below; (iid) ~~by will, other testamentary document or intestacy,~~ the registration statement on Form S-3 (~~iii~~File No. 333-227269) to any member of the undersigned’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, 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)(1) 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; (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 filed by the ~~SEC~~ Company under the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) on September 10, 2018, together with the exhibits thereto (other than any Form T-1) and the documents or portions thereof incorporated by reference therein, as modified or superseded or as described therein (such registration statement, as amended at the time it became effective, [including the abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act and] including the information deemed to be a part of the registration statement pursuant to Rule 430B of the General Rules and Regulations of the Commission (the “Rules and Regulations”) under the Securities Act, being hereinafter referred to as the “Registration Statement”); (e) the base prospectus, dated September 10, 2018, together with the documents or portions thereof incorporated by reference therein, as modified or superseded as described therein which forms a part of the Registration Statement, in the form filed with the Registration Statement (the “Base Prospectus”), relating to the offering of securities of the Company, which forms a part of and is included in the Registration Statement; (f) the related prospectus supplement dated April , 2021, in the form in which it was filed with the Commission pursuant to Rule 424(b) of the ~~undersigned; or (3)~~ Rules and Regulations, relating to ~~any investment fund or other entity controlled or managed by~~ the ~~undersigned or affiliates~~ offering of the ~~undersigned~~ Securities (~~including where~~ such prospectus supplement, together with the ~~undersigned is a partnership~~documents or portions thereof incorporated by reference therein, as modified or superseded as described therein, and the Base Prospectus, the “Pricing Prospectus”) and the information set forth on Exhibit A hereto (that information taken together with the Pricing Prospectus, the “Time of Sale Prospectus”); (g) the related final prospectus supplement dated [April ], 2021, in the form in which it was filed with the Commission pursuant to ~~a successor partnership~~ Rule 424(b) of the Rules and Regulations, (such prospectus supplement, together with the documents or ~~fund~~portions thereof incorporated by reference therein, as modified or ~~any other funds managed by such partnership~~superseded as described therein, relating to the offering of the Securities, the “Final Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”),; (h) the notice of effectiveness filed on September 21, 2018 on the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) as to the effective time and date of the Registration Statement being on September 21, 2018;

Appears in 1 contract

Samples: Underwriting Agreement (Otonomy, Inc.)

Pricing Information Provided Orally by Underwriters. Public Offering Price: $3.00 per Share Number of Underwritten Shares: ~~[•] shares~~ 14,000,000 Number of Option Shares: ~~[•] shares Public Offering Price Per Share: $[•] FORM OF LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES~~ 2,100,000 SVB LEERINK LLC ~~XXXXXX~~ PXXXX XXXXXXX & CO. ~~LLC~~ CANTOR FXXXXXXXXX & CO. As 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~~ 1301 Avenue of the Axxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Pxxxx Xxxxxxx & Co. 300 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 c/o Cantor Fxxxxxxxxx & Co. 400 Xxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 ~~c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: 1Life Healthcare, Inc. —- Public Offering~~ Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~1Life Healthcare,~~ Aptinyx Inc., a Delaware corporation (the “Company~~”) and the Selling Stockholders named in 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 ~~(the “Common Stock”), $0.001 per share par value,~~ of the Company (the “~~Securities~~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 ~~Securities~~Common 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 Xxxxxx~~ SVB Leerink LLC, Pxxxx Xxxxxxx & Co. ~~LLC (the “Representatives”)~~ and Cantor Fxxxxxxxxx & Co. on behalf of the Underwriters, the undersigned will not, ~~and will not cause any direct or indirect affiliate to, in each case subject to~~ during the ~~exceptions set forth in~~ period beginning on the date of this letter agreement (this “Letter Agreement”) ~~during the period beginning on the date of this Letter Agreement~~ and ~~ending at the close of business 90~~ continuing for [90][60] days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) 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~~, 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~~) (collectively with~~ ), or publicly disclose the ~~Common Stock~~intention to make any offer, ~~the “Lock-Up Securities”)~~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 ~~Lock-Up Securities~~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 ~~any~~ such other ~~Lock-Up Securities~~securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or 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 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 (whether by the undersigned or someone other than the undersigned) or transfer 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 shares of Common Stock or ~~other securities~~any security convertible into or exercisable or exchangeable for Common Stock, in ~~cash or otherwise. Notwithstanding the foregoing, the undersigned may~~each case other than: (aA) ~~transfer the undersigned’s Lock-Up Securities:~~ transfers of shares of Common Stock (i) as a bona fide gift or gifts, ~~including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes,~~ (ii) by will, other testamentary document or ~~intestacy~~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) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, (~~iii~~B) to if the undersigned is an individual, transfers of shares of Common Stock or any ~~member of the undersigned’s immediate family~~ security directly or indirectly convertible into Common Stock in a transaction not involving a disposition for value to any trust ~~or other legal entity~~ 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, (C) 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 ~~trustor or beneficiary of the trust or to the estate of~~ transaction not involving a ~~beneficiary of such trust~~ disposition for value, (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)(1D) ~~to a partnership, limited liability company or other entity of which~~ if 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; (2) to~~ is a corporation~~, member, partner, partnership~~, limited liability company, ~~trust~~ partnership (whether general, limited or otherwise) or other ~~entity that is an affiliate~~ 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 as promulgated ~~by the SEC~~ under the Securities Act of 1933, as amended) of the ~~undersigned;~~ undersigned or ~~(3)~~ 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 ~~managed~~ 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, (E) transfers or dispositions 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 Common Stock 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 Common Stock owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement, (F) 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 the undersigned’s Common Stock shall be made pursuant to such Rule 10b5-1 Plan prior to the expiration of the Restricted Period and no filing under the Exchange Act or other public announcement shall be required or voluntarily made by the undersigned or ~~affiliates~~ any other person in connection therewith without the permission of SVB Leerink LLC, Pxxxx Xxxxxxx & Co. and Cantor Fxxxxxxxxx & Co., prior to the expiration of the ~~undersigned~~ Restricted Period, (~~including where~~ G) sales or transfers of shares of Common Stock acquired in the ~~undersigned is~~ Public Offering or in open market transactions after the consummation of the Public Offering, and (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 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 remain subject to the terms of this Letter Agreement and that that any public filing or public announcement required or voluntarily made during the Restricted Period in connection with such transfer shall clearly indicate that such transfer was made pursuant to the circumstances described in this clause (H); provided that in the case of any transfer or distribution pursuant to clause (A), (B), (C) or (D), each transferee, beneficiary, donee, heir or distributee shall execute and deliver to the Representatives a ~~partnership~~lock-up letter in the form of this Letter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to ~~a successor partnership~~ clause (A), (B), (C), (D) or ~~fund~~(G), no filing by any party (the undersigned, transferor, transferee, beneficiary, donor, donee, heir, distributor, distributee or the Company) under 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 ~~other funds managed by such partnership~~required Schedule 13G (or 13G/A) or 13F filing, in each case, made after the expiration of the Restricted Period),.

Appears in 1 contract

Samples: Underwriting Agreement (Aptinyx Inc.)

Pricing Information Provided Orally by Underwriters. ~~Underwritten Shares: [•] shares Option Shares: [•] shares Public Offering~~ 1. Price ~~Per Share~~per share: $[ ● ] 2. Number of Underwritten Shares to be sold by the Company: [ ● ] 3. [•Number of Option Shares to be sold by the Company: [ ● ]] Written Testing-the-Waters Communications Testing-the-Waters Presentation, dated [ ● ], 2024 [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 Ardent Health Partners, Inc. (the “Company”) of ______ shares of common stock, $___ par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2024 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated __________________, 20__, with respect to ______shares of Common Stock (the “Shares”). X.X. Xxxxxx Securities LLC, BofA Securities, Inc. and Xxxxxx Xxxxxxx & Co. LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 20__; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, cc: Company Ardent Health Partners, Inc. (“Company”) announced today that X.X. Xxxxxx Securities LLC, BofA Securities, Inc. and Xxxxxx Xxxxxxx & Co. LLC, the lead book-running managers in the Company’s recent public sale of _____ shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to _____ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on ____________________, 20__, and the shares may be sold on or after such date. FORM OF LOCK-UP AGREEMENT FORM OF LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC BofA Securities, ~~2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX~~ Inc. Xxxxxx Xxxxxxx & ~~CO.~~ Co. 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~~New York, ~~XX 00000~~ New York 10179 c/o ~~Morgan~~ BofA Securities, Inc. One Bryant Park New York, New York 10036 c/x Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx ~~Xxx Xxxx~~New York, ~~XX 00000~~ New York 10036 Re: ~~1Life Healthcare~~Ardent Health Partners, Inc. —- – Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with ~~1Life Healthcare~~Ardent Health Partners, Inc., a Delaware corporation (together with its predecessor entity, Ardent Health Partners, LLC, the “Company~~”) and the Selling Stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders~~”), providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of shares of common ~~stock~~ stock, par value $0.01 per share (the “Common Stock”)~~, $0.001 per share 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, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities ~~LLC~~ LLC, BofA Securities, Inc. and Xxxxxx Xxxxxxx & Co. ~~LLC (the “Representatives”)~~ LLC, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, ~~in each case subject to~~ during the ~~exceptions set forth in~~ period beginning on the date of this letter agreement (this “Letter Agreement”) ~~during the period beginning on the date of this Letter Agreement~~ and ending at the close of business 90 180 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, 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 of the Company 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~~ Commission, securities which may be issued upon exercise of a stock option or warrant, and securities of the Company which may be issued to the undersigned in connection with the Corporate Conversion (as such term is defined in the Prospectus)) (collectively with the Common Stock, the “Lock-Up Securities”), (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 Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ~~Common Stock or any other~~ Lock-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 Lock-Up Securities, or (4) publicly disclose during such Restricted Period the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from ~~engaging~~ engaging, during the Restricted Period, 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~~ would reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or ~~someone~~ any other ~~than the undersigned~~person) ~~or transfer~~ 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 ~~Common Stock or other securities~~Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished X.X. Xxxxxx Securities LLC, BofA Securities, Inc. and Xxxxxx Xxxxxxx & Co. LLC 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 by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may: (a) ~~transfer~~ transfer, distribute, or cause the disposition of (as the case may be) the undersigned’s Lock-Up Securities: (i) as a bona fide gift or gifts, ~~including, without limitation, to a~~ charitable ~~organization~~ contribution or ~~educational institution~~contributions, 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 ~~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 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)(1~~iv) to a corporation, partnership, limited liability company or other entity of which the undersigned ~~and~~ and/or one or more of the immediate family members of the undersigned are the legal ~~and~~ or beneficial owner of all of the outstanding equity securities or similar interests; , (2v) 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~~, member, partner~~, 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 as promulgated ~~by the SEC~~ under the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”)) of the undersigned; , or ~~(3)~~ 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~~ 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 partners, members, managers, stockholders or other equityholders or limited partners of the undersigned, including, in each case, to the estates of any of the foregoing, (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 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 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 (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and/or 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 vesting, settlement or exercise 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 either an agreement or an equity award granted under a stock incentive plan or other equity award plan, as the case may be, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (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 that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) or (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 (a)(i), (ii), (iii), (iv), (v), (vi), (ix) or (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) 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 (x) a required filing on a Form 5 made after the expiration of the Restricted Period, (y) a required filing on a Form 4 that discloses therein that such transfer is a disposition by bona fide gift or otherwise a disposition for no value (and if the transferee is a person, trust or entity that would report a corresponding acquisition of such securities on the undersigned’s Form 4, and such acquisition is entitled to be reported on a Form 5, such acquisition may be voluntarily reported on such Form 4), or (z) a required filing on Schedule 13D, Schedule 13G or Schedule 13G/A; provided, that such filings are made after the expiration of the Restricted Period) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) or (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 Exchange Act, or other public filing, report or announcement reporting a change in beneficial ownership of shares of Common Stock in connection with such transfer 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 conditions of such transfer;

Appears in 1 contract

Samples: Underwriting Agreement (Ardent Health Partners, LLC)

Common use of Pricing Information Provided Orally by Underwriters Clause in Contracts