Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 2 contracts
Samples: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price The offering price per share: share is $[ l ] • Number ]. The number of Underwritten Shares shares to be purchased by the Underwriters is [ ]. The number of additional shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by Selling Stockholders at the Company: [ l ] [None] In reliance on Section 5(d) option of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, Underwriters is up to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act[ ]. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) undersigned, Xxxxx X. Xxxxx, Executive Vice President and Chief Financial Officer of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as La Quinta Holdings Inc., a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. Delaware corporation (the “Company”) ), does hereby certify solely in his capacity as an officer of [______the Company and not individually, on behalf of the Company pursuant to Section [ ] shares of common stockthe Underwriting Agreement, $[___] par value dated as of [ ], 2014 (the “Common StockUnderwriting Agreement”), among the Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), as follows (capitalized terms used herein without definition have the meanings ascribed to them in the Underwriting Agreement): I have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and:
1. to my knowledge, the representations set forth in Sections 3(b) and 3(f) of the Underwriting Agreement are true and correct on and as of the date hereof with the same force and effect as though expressly made on and as of the date hereof;
2. the other representations and warranties of the Company set forth in the Underwriting Agreement are true and correct on and as of the date hereof with the same force and effect as though expressly made on and as of the date hereof;
3. the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the date hereof;
4. no stop order suspending the effectiveness of the Registration Statement on Form S-1 (File No. 333-[ ]) has been issued, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act is pending before or, to my knowledge, threatened by the Commission;
5. subsequent to the earlier of the Applicable Time and the execution and delivery of the Underwriting Agreement, if there are any debt securities or preferred stock of, or guaranteed by, the Company or any of its Subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading has occurred in the rating accorded any such debt securities or preferred stock and (ii) no such organization has publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); and
6. since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), or material change in the long-term debt of the Company or any of its Subsidiaries, or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), business, management or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries taken as a whole; (ii) neither the lock-up letter dated __________________Company nor any of its Subsidiaries has incurred any obligation, 2018 direct or contingent, which is material to the Company and its subsidiaries taken as a whole, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iii) neither the “Lock-up Letter”Company nor any of its Subsidiaries has sustained any material loss or material interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree. All references to the financial statements of the Company for periods prior to the IPO, or similar references, shall refer to the financial statements of the Predecessor Entities (as defined in the Prospectus), executed by you . Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP are entitled to rely on this certificate in connection with the respective opinions and negative assurance letters such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect firms are rendering pursuant to [______] shares of Common Stock (the “Shares”)Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (La Quinta Holdings Inc.), Underwriting Agreement (La Quinta Holdings Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Initial public offering price per share: $$ [ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • Number of Option Shares Shares: [ ] [Add any other pricing disclosure.] Written Testing-the-Waters Communications [●] EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalXxxxxXxxx.xxx, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx and its affiliates Xxxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [●] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[●], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[●]. [ l ], 2019 [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 Silk Road MedicalXxxxxXxxx.xxx, Inc. (the “Company”) of [______] shares of common stock, $[___] $ par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192021, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 2 contracts
Samples: Underwriting Agreement (LEGALZOOM.COM, Inc.), Underwriting Agreement (LEGALZOOM.COM, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l [·] • per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l [·] • Number of Option Shares Shares: [·]
1. Investor Presentation dated May 2017 [·] [·] [·] EGC — Testing the waters authorization (to be sold delivered by the issuer to X.X. Xxxxxx, Xxxxx and Company: [ l ] [None] , LLC and Leerink Partners LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalMersana Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) ), Xxxxx and its affiliates and their respective employeesCompany, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Xxxxxxx XxxxxCowen”) and its Leerink Partners LLC (“Leerink”) and their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Xxxxx and Leerink, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Leerink in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Leerink and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx ,Xxxxx and its affiliates Leerink and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Cowen and BofA Xxxxxxx Xxxxx Leerink a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [·] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[·@xxxxxxxx.xxx], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx [·] and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[·]. [ l [·], 2019 2017 [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 Silk Road MedicalMersana Therapeutics, Inc. (the “Company”) of [______·] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[·], 2018 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________·], 20192017, with respect to [______·] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Mersana Therapeutics, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $$ [ l ] • Number of [ ] Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Written Testing-the-Waters Communications [None] Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx, Credit Suisse, Jefferies and Cowen in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBrilliant Earth Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Xxxxxxxxx LLC (“Jefferies”) and its affiliates Xxxxx and Company, LLC (“Cowen”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and BofA Xxxxxxx Xxxxx Cowen in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and BofA Xxxxxxx Xxxxx Cowen and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and its affiliates Cowen and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Credit Suisse, Jefferies and BofA Xxxxxxx Xxxxx Cowen a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of JPM banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[●], [name of Credit Suisse banker] at [●], [name of Jefferies banker] at [●] and [name of Cowen banker] at [●] and, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxx.xxxxxx@xxxxxxxxx.xxx, Xxxxxx Xxx Arisa Akashi at xxxxxx.xxx@xxxx.xxx xxxxx.xxxxxx@xxxxxxxxx.xxx and Bruno Stembaum Xxxxxxxx Xxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxx.xxxx@xxxxxxxxx.xxx. [ l ]] , 2019 2021 [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 Silk Road MedicalBrilliant Earth Group, Inc. (the “Company”) of [______] shares of Class A common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Brilliant Earth Group, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales●] • shares Option Shares: [●] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [●]] [None] CVRx, Inc. Pricing Term Sheet [TO COME] Testing the waters authorization (to be delivered by the issuer to J.X. Xxxxxx Securities LLC in email or letter form) In reliance on Section 5(d) of Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalCVRx, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”) and its affiliates and their respective employees), and Pxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. (“BofA Xxxxxxx Pxxxx Xxxxxxx”), Wxxxxxx Xxxxx & Company, L.L.C. (“Wxxxxxx Xxxxx”) and its their respective affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Each of J.X. Xxxxxx, Pxxxx Xxxxxxx and Wxxxxxx Xxxxx, individually and not jointly, agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx J.X. Xxxxxx, Pxxxx Xxxxxxx and BofA Xxxxxxx Wxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates J.X. Xxxxxx, Pxxxx Xxxxxxx, Wxxxxxx Xxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx J.X. Xxxxxx, Pxxxx Xxxxxxx and BofA Xxxxxxx Wxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Bxxxxxxx Xxxxxxx at bxxxxxxx.x.xxxxxxx@jxxxxxxx.xxx, Nxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxnxxx.xxxxx@xxx.xxx and Sxxxx Xxxxxxxx at SXxxxxxxx@xxxxxxxxxxxx.xxx, with copies to Xxxxx Xxxxxx Ixxx Xxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxIxxx.Xxxxxxxxx@Xxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalCVRx, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (CVRx, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l [•] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] Written Testing-the-Waters Communications In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalHilleVax, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), SVB Leerink LLC (“SVB Leerink”), Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and its affiliates Guggenheim Securities, LLC (“Guggenheim”) and their respective employees, employees and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated affiliates (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees of such affiliates), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, SVB Leerink, Stifel and Guggenheim, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and BofA Xxxxxxx Xxxxx Guggenheim in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and BofA Xxxxxxx Xxxxx Guggenheim and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and its affiliates Guggenheim and their respective employees, employees and BofA Xxxxxxx Xxxxx affiliates (and its affiliates and their respective employees, employees of such affiliates) to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, SVB Leerink, Stifel and BofA Xxxxxxx Xxxxx Guggenheim a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx, with copies to Nick Oust at xxxxx@xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxx@xxxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalHilleVax, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20[•] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l ] • 3.00 per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 10,166,666 Number of Option Shares to be sold by the CompanyShares: [ l ] [None] 1,525,000 In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Aptinyx Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities Cxxxx and Company, LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxCowen”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited ac-credited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Cowen in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Cowen and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx Cowen and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Cowen a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of Cowen banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[exxxx@xxxxx.xxx]. CXXXX AND COMPANY, with copies LLC As Representative of the several Underwriters listed in Schedule 1 to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxthe Underwriting Agreement referred to below c/o Cowen and Company, LLC 500 Xxxxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx Xxxx, Xxx Xxxx 00000 Ladies and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Gentlemen: The undersigned understands that you, 2019 [Name and Address as Representative of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered the several Underwriters, propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalAptinyx Inc., Inc. a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of [______] shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $[___] par value stock of the Company (the “Common Stock”), . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Company Underwriters’ agreement to purchase and make the lock-up Public Offering of the 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 Cxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter dated __________________, 2018 agreement (this “Letter Agreement”) and continuing for 90 days after the date of the final prospectus relating to the Public Offering (the “Lock-up LetterProspectus”) (such period, the “Restricted Period”), executed (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, 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 you the undersigned in connection accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such offeringother securities, and your request whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for a [waiver] [release] dated [__________________], 2019, or exercise any right with respect to [______] the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:
(A) transfers of shares of Common Stock (i) as a bona fide gift or gifts, (ii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value or (iii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement,
(B) if the undersigned is an individual, transfers of shares of Common Stock or any security directly or indirectly convertible into Common Stock in a transaction not involving a disposition for value to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or limited partnerships the partners of which are the undersigned and/or the immediate family members of the undersigned, in each case for estate planning purposes,
(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 transaction not involving a disposition for value,
(D) if the undersigned is a corporation, limited liability company, partnership (whether general, limited or otherwise) or other entity, distribution of shares of Common Stock or any security directly or indirectly convertible into Common Stock to current or former members, stockholders, limited partners, general partners, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or to any investment fund or other entity that controls or manages the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) in a transaction not involving a disposition for value,
(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 “SharesExchange 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 any other person in connection therewith without the permission of Cxxxx and Company, LLC, prior to the expiration of the Restricted Period,
(G) sales or transfers of shares of Common Stock acquired in the 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 Representative a 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 (A), (B), (C), (D) or (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 required Schedule 13G (or 13G/A) or 13F filing, in each case, made after the expiration of the Restricted Period).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Initial public offering price per share: $[ l [•] • Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • Number of Option Shares to be sold by the CompanyShares: [ l Written Testing-the-Waters Communications [Testing-the-Waters Presentation dated [•] [None2019] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBRP Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employeesBofA Securities, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Inc. (“BofA Xxxxxxx Xxxxx”, and together with X.X. Xxxxxx, the “Authorized Underwriters”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”)) in the United States. A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, written communications containing only one or more statements specified under Rule 134 under the Act and customary legal or regulatory legends or disclaimers. The Issuer represents that (i) except as disclosed to the Authorized Underwriters, it has not itself engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Authorized Underwriters to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Authorized Underwriters. The Issuer also represents that, as of the date hereof, it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication Communication, when taken together with the prospectus contained in the registration statement of the Issuer that was, at such time, the most recent registration statement of the Issuer that was confidentially submitted or filed with the U.S. Securities and Exchange Commission, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, the Authorized Underwriters to engage in communications in which they could otherwise lawfully engage in the absence of absent this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Austin Rock at xxxxxx.x.xxxx@xxxxxxxx.xxx and Xxxx Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxx.xxxxxx@xxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxxx.xxx@xxxxxxx.xxx, Xxx Xxxxxx at xxx.xxxxxx@xxxxxxxx.xxx and Bruno Stembaum Xxxxxx Xxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalBRP Group, Inc. (the “Company”) of [______•] shares of Class A common stock, $[___•] par value per share (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________•], 2019, with respect to [______•] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • 1. Price per share: $[ l ] • Number [●]
2. The number of Underwritten Shares to be sold by the Company: [ l [●] • Number of Option Shares to be sold by the Company: [ l ] [None] . None. In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalHydrofarm Holdings Group, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”) and its affiliates and their respective employeesSxxxxx, and Xxxxxxx LynchXxxxxxxx & Company, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxStifel”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of J.X. Xxxxxx and Sxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. J.X. Xxxxxx and BofA Xxxxxxx Xxxxx Sxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. J.X. Xxxxxx and BofA Xxxxxxx Xxxxx Sxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. J.X. Xxxxxx and its affiliates Sxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. J.X. Xxxxxx and BofA Xxxxxxx Xxxxx Stifel a written notice revoking this authorization. All notices as described herein shall be sent by email to J.X. Xxxxxx at the attention of Xxxxxx Xxxxx [·] at xxxxxx.x.xxxxx@xxxxxxxx.xxx, [·] with copies to Xxxxx Xxxxxx [·]; and Stifel at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx the attention of [·] at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[·] with copies to [·]. [ l [·], 2019 2021 [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 Silk Road MedicalHydrofarm Holdings Group, Inc. (the “Company”) of [______·] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920__, with respect to [______·] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Hydrofarm Holdings Group, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • Option Shares: [•] Public Offering Price per sharePer Share: $[ l [•] • Number of Underwritten Shares Written Testing-the-Waters Communications Investor Presentation, dated February 10, 2021 Investor Presentation, dated February 11, 2021 Investor Presentation, dated February 12, 2021 Investor Presentation, dated February 17, 2021 Investor Presentation, dated February 22, 2021 Investor Presentation, dated February 24, 2021 Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. LAVA Therapeutics B.V. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated employees (“BofA Xxxxxxx XxxxxX.X. Xxxxxx”) ), Xxxxxxxxx LLC and its affiliates and their respective employeesemployees (“Jefferies”) and SVB Leerink LLC and its affiliates and their respective employees (collectively with X.X. Xxxxxx and Xxxxxxxxx, the “Representatives”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesthe Representatives, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of, as applicable, [name of Xxxxxx Xxxxx JPM banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[xxxxx@xxxxxxxx.xxx], with copies to Xxxxx Xxxxxx [as applicable]; [name of Jefferies banker] at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l [xxxxx@xxxxxxxxx.xxx], 2019 with copies to [as applicable]; and [name of SVB Leerink banker] at [xxxxx@xxxxxxxxxx.xxx], with copies to [as applicable]. [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 Silk Road Medical, Inc. LAVA Therapeutics B.V. (the “Company”) of [______•] shares of common stockshares, $[___] par nominal value €0.12 (the “Common StockShares”), of the Company and the lock-up letter dated __________________[•], 2018 20[•] (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________•], 201920[•], with respect to [______•] shares of Common Stock Shares (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Public offering price per share: $[ l ] • 46.00 Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 9,000,000 Number of Option Shares to be sold by the CompanyShares: [ l ] [None] 1,350,000 In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDuck Creek Technologies, Inc. (the “Issuer”) hereby authorizes Xxxxxxx Sachs & Co. LLC (“Xxxxxxx Xxxxx”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates ), BofA Securities, Inc. (“BofA”), and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the contemplated public offering of the Issuer’s contemplated initial public offering common stock (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify Xxxxxxx Xxxxx, X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify Xxxxxxx Xxxxx, X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of Xxxxxxx Xxxxx, X.X. Xxxxxx and its affiliates Xxxxxx, BofA and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to Xxxxxxx Sachs, X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of Xxxxxxx Sachs banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[xxxxx@xx.xxx], [name of JPM banker] at [xxxxx@xxxxxxxx.xxx] and [name of BofA banker] at [xxxxx@xxxx.xxx], with copies to [as applicable]. Exhibit B FORM OF LOCK-UP AGREEMENT XXXXXXX XXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC BOFA SECURITIES, INC. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, & Co. LLC 000 Xxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Xxxx, 2019 [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 Silk Road MedicalXX 00000-0000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Duck Creek Technologies, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives of the several underwriters named in Schedule 1 to the Underwriting Agreement (as defined below) (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Duck Creek Technologies, Inc., a Delaware corporation (the “Company”) and the selling stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the Underwriters of [______] shares of common stockCommon Stock, $[___] par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up LetterSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, acting as representatives of the Underwriters, the undersigned will not, and will not cause any direct or indirect controlled affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on the date that is 60 days from the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), executed (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, (i) any Securities or (ii) any securities convertible into or exercisable or exchangeable for Common Stock, options or warrants to purchase Securities which may be deemed to be beneficially owned by you 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) (any such securities described in this clause (1), the “Restricted 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 Restricted Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Restricted Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Restricted Securities, or publicly disclose the intention to undertake any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction or arrangement (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, loan, pledge or other 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 Restricted Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities of the Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing. The undersigned represents and warrants that the undersigned is not currently, and has not caused or directed any of its affiliates to be or become, 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 of the foregoing during the Restricted Period. Notwithstanding the foregoing, the terms of this Letter Agreement shall not apply to or prohibit:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement;
(B) transfers of Restricted Securities as a bona fide gift or gifts;
(C) transfers of Restricted Securities by will or intestacy;
(D) transfers of Restricted Securities to any trust, the direct or indirect beneficiaries of which are exclusively the undersigned’s or a member or members of his or her immediate family or to any other entity that is wholly-owned by such persons;
(E) if the undersigned is a corporation, partnership, LLC or other entity, distributions of Restricted Securities to members, partners or stockholders of the undersigned, or to the estates of any such members, partners or stockholders;
(F) transfers of Restricted Securities to the Company, pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option granted by the Company pursuant to employee benefit plans or arrangements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that, in each case, if the undersigned is required to file a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related thereto, such report shall include a statement (in addition to the use of the appropriate transaction code required to be included in such report) to the effect that the filing relates to the “cashless” or “net exercise” of such options;
(G) transfers of Restricted Securities that occur by operation of law pursuant to a domestic order or divorce settlement; provided that any report filed under the Exchange Act related thereto shall include a statement to the effect that such transfer occurred by operation of law;
(H) transactions of Restricted Securities acquired in open market transactions after the completion of the Public Offering;
(I) entry into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities that does not provide for the transfer of Restricted Securities during the Restricted Period referred to above;
(J) any sales made pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act prior to the date of this Lock-Up Agreement, provided that any filing under Section 16(a) of the Exchange Act that is made in connection with any such offeringsales during the Restricted Period shall state that such sales have been executed under a trading plan pursuant to Rule 10b5-1 under the Exchange Act, and your request for shall also state the date such trading plan was adopted;
(K) transfers to the undersigned’s affiliates or to any investment fund or other entity, in each case, that are controlled or managed by the undersigned;
(L) pledges of Restricted Securities as collateral in accordance with and subject to the terms and conditions of a [waiver] [release] dated [__________________]loan agreement and any related pledge and security agreements that were entered into, 2019and disclosed to the Company and Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC in writing, prior to the date of the initial public filing of the registration statement relating to the Public Offering, and any subsequent foreclosure on such collateral shares pledged in accordance with respect and subject to [______] shares the terms and conditions of Common Stock such loan agreement and any related pledge and security agreements; and
(M) transfers of Restricted Securities 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, made to all holders of Restricted Securities involving a Change of Control (as defined below) which occurs after the consummation of the Public Offering; provided, that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement. For the purpose of this clause (L), “Shares”Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction or series of transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act)., or group of persons, other than the Company. becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 75% of the total voting power of the voting securities of the Company;
Appears in 1 contract
Samples: Underwriting Agreement (Disco (Guernsey) Holdings L.P. Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l [·] • per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l [·] • Number of Option Shares Shares: [·] Annex A-1 Management Presentation dated May 17, 2017 Management Presentation dated May 30, 2017 Document containing Business Section, Risk Factors, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements, dated May 15, 2017 Annex B-1 Annex C-1 EGC — Testing-the-waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDova Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxxxx LLC (“Jefferies”) and its affiliates Leerink Partners LLC (“Leerink”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Leerink in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Leerink and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and its affiliates Leerink and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and BofA Xxxxxxx Xxxxx Leerink a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxx at xxxxx@xxxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxx.xxx and Xxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxxxx.xxxxxx@xxxxxxx.xxx, with copies to Xxxxxxxx Xxxx at xxxxx@xxxxxxxxx.xxx and Bruno Stembaum Xxxxxx Xxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxx@xxxxxxx.xxx. [ l [·], 2019 2017 [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 Silk Road MedicalDova Pharmaceuticals, Inc. (the “Company”) of [______·] shares of common stock, $[___·] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[·], 2018 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________·], 20192017, with respect to [______·] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Dova Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales—] • Option Shares: [—] Public Offering Price per shareShare: $[ l [—] • Number of Underwritten Shares None. EGC — Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Representative in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalOtonomy, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (the “X.X. XxxxxxRepresentative”) and its respective affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Representative agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representative in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representative and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, the Representative to engage in communications in which they it could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representative a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[email], with copies to Xxxxx [as applicable]. X. X. XXXXXX SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Securities LLC 000 Xxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx Xxxx, XX 00000 Ladies and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Gentlemen: The undersigned understands that you, 2019 [Name and Address as representative of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered the several Underwriters, propose to you in connection enter into an Underwriting Agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalOtonomy, Inc. Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of [______] shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $[___] par value $0.001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the lock-up letter dated __________________meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, 2018 and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X. X. Xxxxxx Securities LLC (the “Representative”), on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 90 days (the “Lock-up LetterPeriod”) after the date of the prospectus (the “Prospectus”) relating to the Public Offering (the “Public Offering Date”), executed by you in connection with such offering(1) offer, and your request for a [waiver] [release] dated [__________________]pledge, 2019sell, with respect contract to [______] sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “SharesEquity Securities”)., or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Equity Securities, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement; (B) Common Stock acquired in open market transactions on or after the Public Offering
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means Communications FORM OF LOCK-UP AGREEMENT X. X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC XXXXXXXXX LLC BARCLAYS CAPITAL INC. 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 Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Precision BioSciences, Inc. — Initial Public Offering Ladies and Gentlemen: The undersigned, a stockholder of Precision BioSciences, Inc., a Delaware corporation (the “Company”), understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the initial public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.000005 per share (“Common Stock”) of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. Annex A sets forth definitions for capitalized terms used in this Letter Agreement (as defined below) that are not defined in the body of this Letter Agreement. Those definitions are part of this Letter Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxxxxxx LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 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 Testing-the-Waters Communication option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (and, for the avoidance of doubt, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit), in each case other than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement,
(B) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or gifts or for bona fide estate planning purposes, including without limitation transfers to charitable organizations,
(C) transfers or distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to (a) limited partners, members, stockholders or holders of similar equity interests in the undersigned or (b) to another corporation, partnership, limited liability company, trust or other business entity that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” affiliate (as defined in Section 2(a)(19Rule 405 promulgated under the Securities Act) of the undersigned, including without limitation any general partner, limited partner, managing member, manager, member, employee, officer or director of such entity or any trust for the benefit of any of the foregoing or any affiliate of the foregoing, or to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned,
(D) transactions relating to Common Stock or other securities acquired in the Public Offering (other than any issuer-directed shares of Common Stock purchased in the Public Offering by an officer or director of the Company) or open market transactions after the completion of the Public Offering, provided that no public disclosure or filing under Section 16(a) of the Exchange Act will be required or will be voluntarily made during the Restricted Period in connection with subsequent sales of Common Stock or other securities acquired in the Public Offering or such open market transactions during the Restricted Period,
(“Emerging Growth Company”E) (i) transfers or dispositions of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by will or intestacy or (ii) to any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member,
(F) transfers of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a domestic order or negotiated divorce settlement; provided that any required filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition; and provided further that in the case of a negotiated divorce settlement, such transferee agrees to promptly notify X.X. Xxxxxx be bound by the restrictions on transfer set forth herein,
(G) the exercise of a warrant or the exercise of a stock option granted under a stock incentive plan described in the Prospectus for shares of Common Stock, provided that the underlying Common Stock received by the undersigned shall continue to be subject to the restrictions on transfer set forth in this Letter Agreement; and BofA Xxxxxxx Xxxxx provided further that no filing under Section 16(a) of the Exchange Act or other public filing, report or announcement shall be voluntarily made during the period beginning on the date hereof and continuing to and including the date that is 30 days after the date of the Prospectus (the “30 Day Period”), and after the 30 Day Period, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in writing the footnotes thereto that the filing relates to such conversion or exercise, that no Common Stock was sold by the reporting person and that Common Stock so received is subject to this Letter Agreement with the underwriters of the Public Offering, (H) transfers or dispositions of shares of Common Stock or other securities to the Company in connection with the conversion of any convertible preferred stock into, shares of Common Stock; provided that any such shares of Common Stock received by the undersigned shall be subject to the terms of this agreement,
(I) transfers or dispositions of restricted stock to the Company pursuant to any contractual arrangement in effect on the date of this Letter Agreement and described in the Prospectus that provides for the repurchase of the undersigned’s Common Stock in connection with the termination of services to the Company; provided, no filing under Section 16(a) of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the 30 Day Period, and after the 30 day period, if the Issuer hereafter ceases undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services,
(J) the disposition of Common Stock to the Company, or the withholding of Common Stock by the Company, in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due with respect to the vesting of restricted stock granted under a stock incentive plan or pursuant to a contractual employment arrangement described in the Prospectus, insofar as such restricted stock is outstanding as of the date of the Prospectus; and provided further that no filing under Section 16(a) of the Exchange Act or other public filing, report or announcement shall be an Emerging Growth Company while this authorization is voluntarily made during 30 Day Period, and after the 30 Day Period, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in effect. If at any time following the distribution footnotes thereto that the filing relates to such disposition relates to the payment of any Written Testing-the-Waters Communication there occurs an event or development as a result taxes due with respect to such vesting of which such Written Testing-the-Waters Communication included or would include an untrue statement restricted stock,
(K) the establishment of a material fact or omitted or would omit trading plan pursuant to state Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (a) such plan does not provide for the transfer of Common Stock during the Restricted Period and (b) the entry into such plan is not publicly disclosed, included in any filings under the Exchange Act, during the Restricted Period, and
(L) pursuant to a material fact necessary in order to make the statements therein, in the light bona fide third party tender offer for all outstanding Common Stock of the circumstances existing at that subsequent timeCompany, not misleadingmerger, consolidation or other similar transaction approved by the Issuer will promptly notify X.X. Xxxxxx Company’s Board of Directors and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication made to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect all holders of the ability Company’s securities involving a Change of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in Control of the absence of this authorization, Company (including, without limitation, the entering into of any written communication containing only one lock-up, voting or more similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction), provided that in the statements specified under Rule 134(aevent that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this Letter Agreement; provided that in the case of any transfer or distribution pursuant to clause (B), (C) or (E), each donee or distributee shall execute and deliver to the Representative a 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) or E(ii), no filing by any party (donor, donee, transferor or transferee) under the ActExchange 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 provided further, in the case of clauses (C) and E(ii), any such transfer shall not involve a disposition for value. This authorization If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxxxxxx LLC on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, X.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxxxxx LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxxxxxx LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect until at the Issuer time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has provided full power and authority to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking enter into this authorizationLetter Agreement. All notices as described authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be sent by email binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if (i) either the Company or the Representatives notifies the other in writing prior to the attention execution of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxthe Underwriting Agreement that it does not intend to proceed with the Public Offering, (ii) the Underwriting Agreement does not become effective by June 30, 2019, (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder or (iv) the registration statement filed with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx the Securities and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you Exchange Commission in connection with the offering Public Offering is withdrawn, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by Silk Road Medical, Inc. (and construed in accordance with the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), laws of the Company and State of New York, without regard to the lock-up letter dated __________________conflict of laws principles thereof. Very truly yours, 2018 Name of Security Holder (the “Lock-up Letter”Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] [TO COME] EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBoot Barn Holdings, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. (“BofA Xxxxxxx XxxxxPiper”) and its Xxxxxxxxx LLC (“Jefferies”) and each of their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of each of X.X. Xxxxxx Xxxxxx, Xxxxx and its affiliates Xxxxxxxxx and each of their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Piper and BofA Xxxxxxx Xxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [·] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[·], [·] at [·] and [·] at [·] with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l [·], 2019 [·] and [·]. [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 Silk Road MedicalBoot Barn Holdings, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price Offering price per share: $[ l [•] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [•] • Number of Option Shares to be sold by the CompanyShares: [ l [•] [None.] Testing the waters authorization (to be delivered by the issuer to [●] in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalMediaAlpha, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC [●] (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxRepresentative”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Representative agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Representative and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Representative and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Representative a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of Representative banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[email@[●].com], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[●]. [ l ], 2019 [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 Silk Road Medicalcertain selling stockholders of MediaAlpha, Inc. (the “Company”) of [______[•]] [[•]] shares of Class A common stock, $[___] 0.01 par value per share (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2023 (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”). [●] hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __, 2023; 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, [●] By: Name: Title: cc: Company MediaAlpha, Inc. [•], 2023 MediaAlpha, Inc. (“Company”) announced today that [●], the lead book-running manager in the Company’s recent public sale of shares of common stock, is [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 __________________]__, 20192023, and the shares may be sold on or after such date. [●] As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o [●] Re: MediaAlpha, Inc. – Secondary Offering Ladies and Gentlemen: The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with MediaAlpha, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of [●] on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business [●] days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), or the expiration of the lock-up entered into in connection with the Company’s initial public offering, whichever is longer (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 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) or Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, 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 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 Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect 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 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 any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished [______●] 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 the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any immediate family of the undersigned or any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members, partners or stockholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock, 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 tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock, restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided, further, that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement,
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Public Offering Price per sharePer Share: $[ l ] • $ Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l ] • Number of Option Shares: Annex A-1 Company Presentation dated February, 2019 Issuer: Axcella Health, Inc. Symbol: AXLA Size (Pre-Greenshoe): $ Total Underwritten Shares Offered by Issuer: shares of common stock Option Shares Offered by Issuer: shares of common stock Price to Public: $ Trade Date: , 2019 Closing Date: , 2019 CUSIP No: 05454B 105 Underwriters: Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC SVB Leerink LLC EGC — Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalAxcella Health, Inc. (the “Issuer”) hereby authorizes Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and SVB Leerink LLC (together, the “X.X. XxxxxxRepresentatives”) and its their affiliates and their respective employeesemployees (collectively, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxAuthorized Persons”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Testing the Waters Communications”). A As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer or the Representatives, neither the Issuer nor any Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “Written Testing-the-written communication” as defined in Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication” means ) and/or any customary legal or regulatory legends or disclaimers. The Issuer represents that, (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that is a it shall not authorize any other third party to engage on its behalf in oral or written communication within communications with potential investors without the meaning written consent of Rule 405 under the ActRepresentatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xx.xxx, Xxxxx Xxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx xxxxx.x.xxxxxxxx@xxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, xxxxxxx.xxxxxx@xxxxxxx.xxx. Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Xxxx, 2019 Xxx Xxxx 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SVB Leerink LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 [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 Silk Road MedicalAxcella Health, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter agreement dated __________________, 2018 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (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 , 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, XXXXXXX SACHS & CO. LLC Name: Title:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included Number of shares: 44,000,000 Underwritten Shares or, if the Underwriters exercise in script that will be used by Underwriters full their option to confirm sales] • purchase Option Shares granted in Section 2 hereof, 50,600,000 Shares. Price per shareshare of common stock: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] In reliance on Section 5(d) 20.00 per share.
1. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act of 1933, as amended (that has been filed with the “Act”), Silk Road Medical, Inc. (Commission not earlier than three years prior to the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf date of the Issuer in oral Underwriting Agreement; each of the Preliminary Prospectus and written communications the Prospectus was filed with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under Commission pursuant to the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning subparagraph of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a424(b) under the Securities Act specified in this opinion on the date specified herein; and, to our knowledge, no order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act.
2. This authorization shall remain The Company is validly existing as a corporation in effect until good standing under the Issuer laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.
3. The Company has provided to X.X. Xxxxxx authorized capital stock as set forth in the first sentence under the caption “Description of Capital Stock” in the Registration Statement, the Pricing Disclosure Package and BofA Xxxxxxx Xxxxx a written notice revoking this authorizationthe Prospectus. All notices as described herein shall be sent of the Shares have been duly authorized by email to all necessary corporate action on the attention part of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxthe Company and, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx when issued and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [Name and Address delivered against payment of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you the purchase price therefor in connection accordance with the offering Underwriting Agreement, will be validly issued, fully paid and nonassessable.
4. The Underwriting Agreement has been duly authorized by Silk Road Medical, Inc. (all necessary corporate action on the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), part of the Company and has been duly executed and delivered by the lockCompany.
5. The issue and sale of the Shares and the compliance by the Company with the Underwriting Agreement and the consummation of the transactions therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (a) Applicable Law, (b) any agreement or instrument filed as an exhibit to the Company’s Annual Report on Form 10-up letter dated __________________K for the year ended December 31, 2018 2015 or any agreement or instrument known to us related to indebtedness of the Company for borrowed money in excess of $10 million in the aggregate under such agreement or instrument, or (c) the Company’s certificate of incorporation and bylaws, each as amended to date, except, in the case of clauses (a) and (b), for such breaches, violations or defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company to perform its obligations under the Underwriting Agreement. “Applicable Law” means the General Corporation Law of the State of Delaware (the “Lock-up LetterDGCL”), executed by you the laws of the State of Texas, the laws of the State of New York and the federal laws of the United States of America, in connection with such offeringeach case other than United States federal securities laws, state securities or blue sky laws, antifraud laws and your request for a [waiver] [release] dated [__________________]the rules and regulations of the Financial Industry Regulatory Authority, 2019, with respect to [______] shares of Common Stock (the “Shares”).Inc.
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • 1. Price per share: $[ l ] • Number [·]
2. The number of Underwritten Shares to be sold by the Company: [ l [·] • Number of Option Shares to be sold by the Company: [ l ] [None] . None. In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalHydrofarm Holdings Group, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”) and its affiliates and their respective employeesSxxxxx, and Xxxxxxx LynchXxxxxxxx & Company, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxStifel”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of J.X. Xxxxxx and Sxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. J.X. Xxxxxx and BofA Xxxxxxx Xxxxx Sxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. J.X. Xxxxxx and BofA Xxxxxxx Xxxxx Sxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. J.X. Xxxxxx and its affiliates Sxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. J.X. Xxxxxx and BofA Xxxxxxx Xxxxx Stifel a written notice revoking this authorization. All notices as described herein shall be sent by email to J.X. Xxxxxx at the attention of Xxxxxx Xxxxx [·] at xxxxxx.x.xxxxx@xxxxxxxx.xxx, [·] with copies to Xxxxx Xxxxxx [·]; and Stifel at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx the attention of [·] at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[·] with copies to [·]. [ l [·], 2019 2020 [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 Silk Road MedicalHydrofarm Holdings Group, Inc. (the “Company”) of [______·] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920__, with respect to [______·] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Hydrofarm Holdings Group, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • Option Shares: [•] Public Offering Price per sharePer Share: $[ l [•] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [●] [None] Exhibit A Testing the waters authorization (to be delivered by the issuer to J.X. Xxxxxx Securities LLC, BofA Securities, Inc., SVB Leerink LLC and Pxxxx Xxxxxxx & Co. in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalCentury Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC, BofA Securities, Inc., SVB Leerink LLC and Pxxxx Xxxxxxx & Co. (the “X.X. XxxxxxRepresentatives”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [Fxxxxxxx Dagruma] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[fxxxxxxx.xxxxxxx@xxxxxxxx.xxx], with copies to Xxxxx [Axxxxx Xxxx] at [axxxxx.xxxx@xxxx.xxx], Pxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxpxxxxxx.xxxxxx@xxxxxxxxxx.xxx and [Mxxxx Xxxxxx] at [mxxxx.xxxxxx@xxx.xxx] with CC to Rxxxxxx X. Xxxxxxxxx, Xxxxxx Xxx Xx. at xxxxxx.xxx@xxxx.xxx rxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx, Arisa Akashi at axxxx.xxxxxx@xxxxxxxxx.xxx and Bruno Stembaum Axxxxxxx Xxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxaxxxxxxx.xxxxxxx@xxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalCentury Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Century Therapeutics, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Underwritten Shares to be sold by the Company: [ l ] Option Shares [None] In reliance on Section 5(d) of and/or Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSovos Brands, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities Securities, L.L.C. and Xxxxxxx Sachs & Co. LLC (the “X.X. XxxxxxBookrunners”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). Any such communications must be made in accordance with Rule 163B under the Act. A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of as defined in Rule 405 under the Act. Each of the Bookrunners, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Securities, L.L.C. and BofA Xxxxxxx Xxxxx Sachs & Co. LLC in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Securities, L.L.C. and BofA Xxxxxxx Xxxxx Sachs & Co. LLC and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Bookrunners and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxx Xxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxx Xxxx at xxxxxxx.xxxxxxxxxxx@xx.xxx and Xxx Xxxxxx at xxx.xxxxxx@xx.xxx, in each case with copies to Xxxx Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxx.xxxxx@xx.xxx, Xxxxxx Xxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx xxx.xxxxxxx@xx.xxx, Xxxxx Xxxxx at xxxxx.xxxxx@xx.xxx and Bruno Stembaum Xxxxx Xxxxxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxxxxxx@xx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).Exhibit B
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares to be sold by the CompanyShares: [ l [●] Public Offering Price: $[●] per Share Written Testing-the-Waters Communications Testing-the-Waters Presentations dated October 2020. [None.] Testing-the-Waters Authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBioAtla, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxxxx LLC (“BofA Xxxxxxx XxxxxJefferies”) and its Credit Suisse Securities (USA) LLC (“Credit Suisse”) (collectively, the “Representatives”), and their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and its affiliates Credit Suisse, and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxxx at xxxxxxxxx@xxxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx, Xxxx Xxxxx Xxxxxxxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxx.xxx@xxxxxx-xxxxxx.xxx, Xxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and Bruno Stembaum Xxxxxxx Xxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxx@xxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalBioAtla, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales●] • Price Option Shares: [●] Public offering price per share: $[ l [●] • Number of Underwritten Shares Trade Date: [●] Settlement Date: [●] Written Testing-the-Waters Communications [●] Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] authorized underwriters in email or letter form) In reliance on either Section 5(d) of the Securities Act of 1933, as amended (the “Act”)) or Rule 163B under the Act, Silk Road MedicalXxxxxx Health Topco, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Credit Suisse”), Xxxxxxx XxxxxSachs & Co. LLC (“GS”) and its Xxxxxxxxx LLC (“Jefferies”), and each of their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Each of X.X. Xxxxxx, Credit Suisse, GS and Jefferies, individually and not jointly, agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Credit Suisse, GS and BofA Xxxxxxx Xxxxx Jefferies and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Credit Suisse, GS or Jefferies and its each of their affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Credit Suisse, GS and BofA Xxxxxxx Xxxxx Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxx Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxxx.x.xxxxxx@xxxxxxxx.xxx, Credit Suisse Securities (USA) LLC, Attention: Xxxx X. Xxxxxxxx, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (email: xxxx.x.xxxxxxxx@xxxxxx-xxxxxx.xxx) with copies a copy to Xxxxx Xxx at xxxxx.xxx@xxxxxx-xxxxxx.xxx, Xxxxxxxx Xxxxxxx at xxxxxxxx.xxxxxxx@xx.xxx, Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx xxxxxxx@xxxxxxxxx.xxx and Xxxxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. Xxxxxx Health Company (the “Company”) of [______•] shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [releasewaiver]/[release] dated [__________________], 20192020, with respect to [______] _ shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Price Per Share: [Set out key information included in script that will be used by Underwriters to confirm sales·] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [·] • Number of Option Shares Shares: [·] Company Presentation, first used September 2, 2019 [Reserved]. EGC — Testing the Waters Authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalHeartland Bancorp, Inc. (the “Issuer”) hereby authorizes Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications (“Testing-the-Waters Communications”) with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (the “Testing-the-Waters CommunicationsOffering”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify KBW and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication Communication, there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify KBW and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Public Offering Price per sharePer Share: $[ l · ] • Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l · ] • Number of Option Shares: [ · ] Annex A-1 [Company Presentation dated [ · ] 2020] Issuer: Axcella Health Inc. Symbol: AXLA Size (Pre-Greenshoe): $[ · ] Total Underwritten Shares Offered by Issuer: [ · ] shares of common stock Option Shares Offered by Issuer: [ · ] shares of common stock Price to Public: $[ · ] Trade Date: [ · ], 2020 Closing Date: [ · ], 2020 CUSIP No: 05454B 105 Underwriters: X.X. Xxxxxx Securities LLC SVB Leerink LLC Wedbush Securities Inc. Xxxx Capital Partners, LLC EGC — Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Axcella Health Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and SVB Leerink LLC (together, the “X.X. XxxxxxRepresentatives”) and its their affiliates and their respective employeesemployees (collectively, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx XxxxxAuthorized Persons”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in Regulation D (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, the Issuer or Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx xxxxx.xx@xxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, xxxxxxx.xxxxxx@xxxxxxxxxx.xxx. X.X. Xxxxxx Securities LLC SVB Leerink 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 at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Xxxx, 2019 [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 Silk Road Medical, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), Xxx Xxxx 00000 c/o SVB Leerink LLC 1301 Avenue of the Company Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Axcella Health Inc. -— Public Offering Ladies and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).Gentlemen:
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm salesPublic Offering Price Per Share: [ · ] • Price per share: $[ l ] • Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l · ] • Number of Option Shares Shares: [ · ] Annex A-1 Company Presentation dated June 2018 Annex B-1 [ · ] EGC — Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalRubius Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxxxx LLC and Leerink Partners LLC (collectively, the “X.X. XxxxxxBookrunners”) ), and its each of their respective employees and affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Bookrunners and its each of their respective employees and affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx, Xxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxx.xxx. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Xxxx, 2019 Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Leerink Partners LLC Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 [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 Silk Road MedicalRubius Therapeutics, Inc. (the “Company”) of [______[ · ] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (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 , 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.
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Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l [•] • Number of Underwritten Shares Written Testing-the-Waters Communications [•] Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalLexeo Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and Leerink Partners LLC (the “X.X. XxxxxxRepresentatives”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx of: Xxxxx Xx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx and Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxxxxxxxxxxxxx.xxx, with copies to Xxxxx Xxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx.Xxxxxx@xxxxxxxxxxxxxxx.xxx and Xxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxxx@xxxxxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalLexeo Therapeutics, Inc. (the “Company”) of [______•] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2023 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________•], 20192023, with respect to [______•] shares of Common Stock (the “Shares”).
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price The price per share: share of the Company’s Common Stock is $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None].] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalPenumbra, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its each of their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its each of their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxx Xxxxxxx, X.X. Xxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx and Xxxxxx Xxx, Xxxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.xxx@xxxx.xxx, with copies to Xxxxx Xxxxxx Xxxxx, Xxxxxxx Procter LLP at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx@xxxxxxxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalPenumbra, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2015 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated hereby agree 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 Penumbra, Inc. (“Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the 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. X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED 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 Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Penumbra, 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 Penumbra, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period (the “Restricted Period”) ending one hundred and eighty (180) days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock, in each case, as currently held or hereafter acquired, (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:
(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any;
(B) transfers of securities to the Company in connection with the conversion of the Company’s outstanding preferred stock into shares of Common Stock in connection with the consummation of the Public Offering, it being understood that any such shares of Common Stock received by the undersigned upon such conversion shall be subject to the restrictions on transfer set forth in this Letter Agreement;
(C) [transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement, shall be required or shall be made voluntarily in connection with any such transaction (other than a filing on a Form 5 made after the expiration of the Restricted Period);]1
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares to be sold by the CompanyPublic Offering Price Per Share: [ l $[●]] [None] (to be delivered by the Company to X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC in email or letter form) In reliance on Section 5(d) of and/or Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalTWFG, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees (the “Authorized Underwriters”), to engage act on behalf of the Issuer in undertaking oral and written communications with potential investors that are, or are reasonably believed to be, “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are, or are reasonably believed to be, “accredited investors”, ,” as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”)) in the United States. A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature. The Issuer represents that (i) except as disclosed to the Authorized Underwriters, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Authorized Underwriters to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx and Xxxxxx Xxxxxxx. The Issuer also represents that, as of the date hereof, it is an “emerging growth company,” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”) and ). The Issuer agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesthe Authorized Underwriters, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.x.xxxxxx@xxxxxxxx.xxx, with copies to Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxx.xxxxxx@xxxxxxxx.xxx and Xxxx Xxxxxx at xxxx.xxxxxx@xxxxxxxxxxxxx.xxx, Xxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxx.xxxxxx@xxxxxxxxxxxxx.xxx and Bruno Stembaum Xxxxx Xxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxx@xxxxxxxxxxxxx.xxx. [ l [●], 2019 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 Silk Road MedicalTWFG, Inc. (the “Company”) of [______●] shares of Class A common stock, $[___●] par value per share (the “Class A Common Stock”), of the Company and the lock-up letter dated __________________[●], 2018 2024 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________●], 20192024, with respect to [______●] shares of Class A Common Stock (the “Shares”).
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Samples: Underwriting Agreement (TWFG, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Public Offering Price per sharePer Share: $[ l ] • 29.00 Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l ] • 6,896,552 Number of Option Shares Shares: 1,034,482 None. EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalRubius Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC, Xxxxxxxxx LLC and Guggenheim Securities, LLC (collectively, the “X.X. XxxxxxBookrunners”) ), and its each of their respective employees and affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Bookrunners and its each of their respective employees and affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx, with copies to Xxxxx Xxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxx@xxxxxxxxx.xxx and Xxx.Xxxxx@xxxxxxxxxxxxxxxxxx.xxx. X.X. Xxxxxx Securities LLC Xxxxxxxxx LLC Guggenheim Securities, 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 at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Xxxx, 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]Xxx Xxxx 00000 c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: This letter is being delivered to you in connection with the offering by Silk Road MedicalRubius Therapeutics, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company --- Public Offering Ladies and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).Gentlemen:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • 1. Underwritten Shares: 10,350,000
2. Option Shares: 1,552,500 3. Public Offering Price per sharePer Share: $[ l ] • Number 7.25 44 Terns Pharmaceuticals, Inc. Pricing Term Sheet None. 45 [], 2022 Xxxxxxxxx LLC Xxxxx and Company, LLC As Representatives of Underwritten Shares the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, each as one of several representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share (“Common Stock”) (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To the extent that there are no additional Underwriters other than you listed on Schedule 1 to the Underwriting Agreement, all references to the Representatives and the Underwriters shall refer to you, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. To the extent only one Representative is listed above, all references to the term Representatives shall mean Representative in the singular form. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, 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 sold beneficially owned by the Company: [ l ] • Number undersigned in accordance with the rules and regulations of Option Shares the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (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 sold settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect 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 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 Company: [ l ] [None] In reliance on Section 5(dundersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:
(a) transfer or dispose of the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will, other testamentary document or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a 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,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19amended) of the Act undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (“Emerging Growth Company”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) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement part of a material fact distribution to members, partners, shareholders or omitted other equity holders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or would omit other court order,
(viii) to state a material fact necessary in order to make the statements thereinCompany from an employee or other service provider of the Company upon death, disability or termination of employment or service, in the light each case, of such employee or service provider,
(ix) as part of a sale of the circumstances existing at that subsequent time, not misleading, undersigned’s Lock-Up Securities acquired (A) in open market transactions after the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend closing date for the Public Offering or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect (B) from the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage Underwriters in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(aPublic Offering,
(x) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you Company in connection with the offering by Silk Road Medicalvesting, Inc. (the “Company”) settlement, or exercise of [______] shares of common stockrestricted stock units, $[___] par value (the “Common Stock”)options, of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect warrants or other rights to [______] purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or filed as an exhibit to the Registration Statement, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); 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, distribution or other disposition 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, distribution or disposition pursuant to clauses (a)(i), (ii), (iii), (iv), (v), (vi), 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 “SharesExchange 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 clauses (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 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;
(b) exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;
(c) convert outstanding preferred stock, pre-funded warrants to acquire Common Stock, warrants to acquire preferred stock or convertible securities into shares of Common Stock or warrants to acquire shares of Common Stock; provided that any such shares of Common Stock or warrants received upon such conversion shall be subject to the terms of this Letter Agreement;
(d) establish or amend existing trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer or disposition of shares of Lock-Up Securities; provided that (1) such plans do not provide for the transfer or disposition of Lock-Up Securities during the Restricted Period and (2) no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan during the Restricted Period in contravention of this Lock-Up Agreement; and
(e) sell Lock-Up Securities under existing trading plans pursuant to Rule 10b5-1 under the Exchange Act; provided that any 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 (Terns Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm salesPublic offering price per Share: [ 🌑 ] • Price per share: $[ l ] • Number of Underwritten Shares Shares: [ 🌑 ] Number of Option Shares: [ 🌑 ] Written Testing-the-Waters Communications Reference is made to be sold the materials used in the testing the waters presentation made to potential investors by the Company: [ l ] • Number of Option Shares , to the extent such materials are deemed to be sold by a “written communication” within the Company: [ l ] [None] meaning of Rule 405 under the Securities Act. EGC – Testing the waters authorization In reliance on Section 5(d) of the Securities Act of 1933, as amended 1933 (the “Act”), Silk Road Medical, Ceridian HCM Holding Inc. (the “Issuer”) hereby authorizes Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and their affiliates and respective employees (“X.X. XxxxxxAuthorized Persons”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Testing the Waters Communications”). A “Written Testing-the-Waters Communication” means As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer, Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, neither the Issuer nor any Testing-the-Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication within the meaning of communication” as defined in Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the ActAct (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and/or any customary legal or regulatory legends or disclaimers. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Securities LLC in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Securities LLC a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [ 🌑 ] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ 🌑 ], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ 🌑 ]. [ l ], 2019 🌑 ] [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 Silk Road Medical, Ceridian HCM Holding Inc. (the “Company”) of [______[ 🌑 ] shares of common stock, $[___[ 🌑 ] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________April [ 🌑 ], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________[ 🌑 ], 2019, with respect to [______[ 🌑 ] shares of Common Stock (the “Shares”).. Xxxxxxx Xxxxx & Co. LLC 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 [ 🌑 ]; 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 [ 🌑 ] Ceridian HCM Holding Inc. (“Company”) announced today that Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, the lead book-running managers in the Company’s recent public sale of [ 🌑 ] shares of common stock, is [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 [ 🌑 ], and the shares may be sold on or after such date. FORM OF LOCK-UP AGREEMENT April [ 🌑 ], 2018 XXXXXXX XXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Ceridian HCM Holding 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 Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing paragraph shall not apply to:
(A) transfers of shares of Common Stock as a bona fide gift or gifts,
(B) transfers of shares of Common Stock to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned,
(C) transfers of shares of Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned,
(D) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of shares of Common Stock to limited partners, limited liability company members or stockholders of the undersigned, or holders of similar equity interests in the undersigned,
(E) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement;
(F) to any immediate family member or any investment fund or other entity controlled or managed by the undersigned,
(G) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (F),
(H) to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company or the undersigned’s failure to meet certain conditions set out upon receipt of such securities,
(I) shares of Common Stock acquired by the undersigned in open market transactions after completion of the Offering,
(J) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned and
(K) in response to a bona fide third party takeover bid made to all holders of Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock are acquired by a third party, provided that if such transaction is not completed, any Securities in the Company subject to this Letter Agreement shall remain subject to the restrictions contained in this Letter Agreement;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares to be sold by the CompanyPublic Offering Price Per Share: [ l $[●]] [None] (to be delivered by the Company to X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC in email or letter form) In reliance on Section 5(d) of and/or Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalTWFG, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees (the “Authorized Underwriters”), to engage act on behalf of the Issuer in undertaking oral and written communications with potential investors that are, or are reasonably believed to be, “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are, or are reasonably believed to be, “accredited investors”, ,” as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”)) in the United States. A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer has advised the Authorized Underwriters that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature. The Issuer represents that (i) except as disclosed to the Authorized Underwriters, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Authorized Underwriters to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx and Xxxxxx Xxxxxxx. The Issuer also represents that, as of the date hereof, it is an “emerging growth company,” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”) and ). The Issuer agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesthe Authorized Underwriters, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l [****] [●], 2019 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 Silk Road MedicalTWFG, Inc. (the “Company”) of [______●] shares of Class A common stock, $[___●] par value per share (the “Class A Common Stock”), of the Company and the lock-up letter dated __________________[●], 2018 2024 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________●], 20192024, with respect to [______●] shares of Class A Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (TWFG, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l ] • 26.00 per share Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 10,500,000 Number of Option Shares Shares: 1,575,000 Written Testing-the-Waters Communications Investor presentation, dated February 2021. Investor presentation, dated June 2021. Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medicalor in reliance on Rule 163B under the Act, Intapp, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), BofA Securities, Inc. (“Bank of America”) and its affiliates Credit Suisse Securities (USA) LLC (“Credit Suisse”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Bank of America and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Bank of America and its affiliates Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxx Xxx at xxxx.xxx@xxxxxxxx.xxx and Xxxxxx Xxxx at xxxxxx.x.xxxx@xxxxxxxx.xxx; Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.xxxxx@xxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxx.xxx, with copies a copy to Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxx.xxx; and Xxxxxxxx Acabbi at xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalIntapp, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920__, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l [•] • Number of Underwritten Shares [•] Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Representatives in email or letter form) In reliance on Section 5(d) and/or Rule 163B of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. CAMP4 Therapeutics Corporation (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC LLC, Leerink Partners LLC, Pxxxx Xxxxxxx & Co. and Wxxxxxx Xxxxx & Company, L.L.C. (together, the “X.X. XxxxxxRepresentatives”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are, or are reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of the Representatives, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer; provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If Until the earlier of this authorization being revoked (if the Issuer informs all of the Representatives that it has decided not to proceed with the initial public offering) or the execution of a definitive underwriting agreement for the initial public offering, if at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timeunder which they were made, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxDxxxx Xx, Jxxx Xxxxxxxxx, with copies to Sxxxxx Xxxxxx, Cxxx Xxxxx and Rxxxxx Xxxxxx, with copies to Sxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx sxxxxxxxx@xxxxxxxxxxxx.xxx and Wxxxxxx X. Xxxxxxxxxxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxwxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. CAMP4 Therapeutics Corporation (the “Company”) of [______•] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2024 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________•], 20192024, with respect to [______•] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales●] • shares Option Shares: [●] shares Public Offering Price per sharePer Share: $[ l [●] • Number of Underwritten Shares November 2022 Testing the Waters Presentation. Exhibit A Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Lake Street Capital Markets, LLC in email or letter form) In reliance on Section 5(d) of Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, SONDORS Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities Lake Street Capital Markets, LLC (“X.X. XxxxxxLake Street”) and its their respective affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are reasonably believed to be “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Lake Street agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Lake Street and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Lake Street and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Lake Street a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Jxxx Xxxxxxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxjxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx, with copies to Xxxxx Xxxxxx Jxxxxxxx Xxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxjxx.xxxxxxxxx@xxxxxxxxxxxxx.xxx. , Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 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 Silk Road Medical, SONDORS Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).. Lake Street Capital Markets, 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, LAKE STREET CAPITAL MARKETS, LLC By: Name: Title: cc: SONDORS Inc. SONDORS Inc. SONDORS Inc. (the “Company”) announced today that Lake Street Capital Markets, the representative of the underwriters in the Company’s recent public sale of shares of common stock, is [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. Date: ____________________ Lake Street Capital Markets, LLC 900 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 As the Representative of the Several underwriters named in Schedule I to the Underwriting Agreement Ladies and Gentlemen: As an inducement to Lake Street Capital Markets, LLC to execute an underwriting agreement (the “Underwriting Agreement”) on its behalf and in its capacity as representative (the “Representative”) of the several underwriters named in Schedule I thereto for a public offering (the “Offering”) of certain securities (the “Securities”) of SONDORS Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative (which consent may be withheld in its sole discretion) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not:
(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, make any short sale or otherwise transfer or dispose of, directly or indirectly, file (or participate in the filing of) or confidentially submit a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) in respect of, any shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”);
(2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise;
(3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or
(4) publicly announce or disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from, such securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the date of the final prospectus used to sell the Securities in the Offering pursuant to the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of shares: [ ] Underwritten Shares plus [ ] Option Shares Written Testing-the-Waters Communications EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, StepStone Group Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxx Xxxxx & Co. LLC (“Xxxxxxx Sachs”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx” and collectively with X.X. Xxxxxx and Xxxxxxx Xxxxx, the “Representatives”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. As previously discussed, it is our and your expectation that, unless otherwise approved by the Representatives or the Issuer, neither the Issuer nor any Representative, respectively, will send or give to any potential investor any Written Testing-the-Waters-Communication. The Issuer represents that (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its the Representatives, their affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the ActAct and/or any customary legal or regulatory legends or disclaimers. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ ], with copies a copy to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ ]. [ l ], 2019 [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 Silk Road Medical, StepStone Group Inc. (the “Company”) of [______] shares of Class A common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC hereby agree 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, X.X. XXXXXX SECURITIES LLC By: Name: Title XXXXXXX XXXXX & CO. LLC By: Name: Title XXXXXX XXXXXXX & CO. LLC By: Name: Title cc: Company StepStone Group Inc. [Date] StepStone Group Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, the joint book-running managers in the Company’s recent public sale of shares of common stock, is [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. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. FORM OF LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC Xxxxxxx Xxxxx & Co. 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, Xxx Xxxx 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: STEPSTONE GROUP INC. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with StepStone Group Inc., a Delaware corporation (the “Company”) and StepStone Group LP, a Delaware limited partnership (“StepStone Group”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Class A 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 each of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus (the “Public Offering Date”) 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 Class A Common Stock or Class B Common Stock, par value $[ ] per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, “Common Stock”) or any securities convertible into or exercisable or exchangeable for any shares of Common Stock (including without limitation, Common Stock, partnership interests in StepStone Group (“StepStone Group Interests”) 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 vesting, settlement or exercise of a restricted stock unit, option, warrant or other right to purchase shares of Common Stock or StepStone Group Interests) (collectively with the Common Stock and StepStone Group Interests, 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, StepStone Group Interests or any other Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect 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 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 any other 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, StepStone Group Interests or other securities, in cash or otherwise. The undersigned further confirms that it has furnished each of the Representatives with the details of any ongoing 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 the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or other testamentary document or applicable laws of descent,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or stockholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee or service provider of the Company upon death, disability or termination of employment, in each case, of such employee or service provider,
(ix) pursuant to a sale of the undersigned’s shares of Lock-Up Securities acquired in open market transactions after the Public Offering Date,
(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 tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided 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 and (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, 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 filing on a Form 3 or Form 4 for a transfer in connection with the Reorganization pursuant to clause (d) or (y) a filing on a Form 5 made after the expiration of the Restricted Period referred to above);
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares
1. Presentation titled “Testing the Waters Presentation, May 2019”
2. Presentation titled “Sunnova Presentation, June 2019” EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Sunnova Energy International Inc. (the “Issuer”) hereby authorizes BofA Securities, Inc., X.X. Xxxxxx Securities LLC and Xxxxxxx Xxxxx & Co. LLC (together, the “X.X. XxxxxxRepresentatives”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and each of its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Sunnova Energy International Inc. (the “Company”) of [______] shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[●], 2018 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).. BofA Securities, Inc., X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 2019; 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, BofA Securities, Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Sachs & Co. LLC BOFA SECURITIES, INC. For itself and on behalf of the several Underwriters By: X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Underwriters By: XXXXXXX SACHS & CO. LLC For itself and on behalf of the several Underwriters By: Sunnova Energy International Inc. (“Company”) announced today that BofA Securities, Inc., X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, as the lead book-running managers in the Company’s recent public sale of shares of common stock, is [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 , 201[9], and the shares may be sold on or after such date. [Form of Lock-Up Agreement] BOFA SECURITIES, INC. X.X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Re: Sunnova Energy International 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 Sunnova Energy International Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share, of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the 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 the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 days after the date of the final prospectus (the “Public Offering Date”) 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 any class or series of common stock of the Company or Sunnova Energy Corporation, a Delaware corporation (collectively, 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 the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to undertake any of the foregoing, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Lock-Up Securities, in each case other than the Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement to the Underwriters or as otherwise provided herein. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably would be expected to, lead to or result in a sale or disposition of the undersigned’s Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Lock-Up Securities:
Appears in 1 contract
Samples: Underwriting Agreement (Sunnova Energy International Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • 1. Price per share: $[ l ] • ⚫ ]
2. Number of Underwritten Shares to be sold by the Company: [ l ] • ⚫ ]
3. Number of Option Shares to be sold by the CompanySelling Stockholders: [ l ⚫ ] Written Testing-the-Waters Communications Testing-the-Waters Presentation, dated November 2021 Testing-the-Waters Presentation, dated December 2021 Testing-the-Waters Presentation, dated January 2022 Testing-the-Waters Presentation, dated April 2023 Testing-the-Waters Presentation, dated May 2023 [None.] TESTING-THE-WATERS AUTHORIZATION In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”) and/or Rule 163B under the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSavers Value Village, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC (the “X.X. Xxxxxxactive bookrunners”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents Each of the active bookrunners, individually and not jointly, agrees that it is an “emerging growth company” as defined in Section 2(a)(19) of shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effectIssuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the active bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the active bookrunners and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the active bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx[*********@*******] and Xxx Xxxxxxxxx at [*********@*******], with copies to Xxxx Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[*********@*******]. [ l ], 2019 [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 Silk Road MedicalSavers Value Village, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2023 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192023, with respect to [______] shares of Common Stock (the “Shares”).. [X.X. Xxxxxx Securities LLC/Xxxxxxxxx LLC] hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective __________________, 2023; 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, Savers Value Village, Inc. (“[Company]”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxxxx 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 ____________________, 2023, and the shares may be sold on or after such date. Form of Lock-Up Agreement LOCK-UP AGREEMENT X.X. Xxxxxx Securities LLC Xxxxxxxxx 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 New York, New York 10179 c/x Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 Re: Savers Value Village, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Savers Value Village, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, of the Company, par value $0.000001 per share, (the “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 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 the Representatives, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 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 Common Stock of the Company 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 Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect 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 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 any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned 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 the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, charitable contributions, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund, vehicle, account, portion of a fund, vehicle or account, or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds, vehicles, accounts or portions of funds, vehicles or accounts managed by such partnership), or (B) as part of a distribution to partners, members, shareholders or other equity holders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of common stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of common stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 90% of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, or
Appears in 1 contract
Samples: Underwriting Agreement (Savers Value Village, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price 1. Initial public offering price per share: $[ l ] • Number [•]
2. The number of Underwritten Shares to be sold by the Company: [ l ] • Number [•]
3. The number of Option Shares to be sold by the Company: [ l [•] Written Testing-the-Waters Communications [None.] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalMBX Biosciences, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxxxx LLC (“Xxxxxxxxx”), Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”), and Guggenheim Securities, LLC (“Guggenheim Securities”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Xxxxxxxxx, Xxxxxx, and Guggenheim Securities, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Jefferies, Stifel, and BofA Xxxxxxx Xxxxx Guggenheim Securities in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Jefferies, Stifel, and BofA Xxxxxxx Xxxxx Guggenheim Securities and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Jefferies, Stifel, and its affiliates Guggenheim Securities and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies, Stifel, and BofA Xxxxxxx Xxxxx Guggenheim Securities a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Xx at xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxxxxx at xxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx, Xxx Xxxxxxxx at xxxxxxxxx@xxxxxx.xxx, and Xxxxx Xxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, xxxxx.xxx@xxxxxxxxxxxxxxxxxx.xxx with copies to Xxxxxxx X. Xxxxxxxxx, Xx. at xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx, Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx xxxxx.xxx@xxxxxxxxx.xxx, and Bruno Stembaum Xxxxx Xx at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xx@xxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalMBX Biosciences, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2024 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920__, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Public Offering Price per sharePer Share: $[ l ] • 7.50 Number of Underwritten Shares to be sold Purchased by the CompanyUnderwriters: [ l ] • 4,750,000 Number of Option Shares: 712,500 Written Testing-the-Waters Communications None. Issuer: Kaleido Biosciences, Inc. Symbol: KLDO Size (Pre-Greenshoe): $35,625,000.00 Total Underwritten Shares Offered by Issuer: 4,750,000 shares of common stock Option Shares Offered by Issuer: 712,500 shares of common stock Price Per Share to Public: $7.50 Trade Date: June 2, 2020 Closing Date: June 4, 2020 CUSIP No: 483347 100 Underwriters: Xxxxxx Xxxxxxx & Co. LLC Canaccord Genuity LLC EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to Xxxxxx Xxxxxxx & Co. LLC in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalKaleido Biosciences, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities Xxxxxxx & Co. LLC (the “X.X. XxxxxxBookrunner”) and its employees and affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that (i) except as disclosed to the Bookrunner, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Bookrunner to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of Xxxxxx Xxxxxxx & Co. LLC. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunner in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunner and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Bookrunner and its employees and affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunner a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xxxxx@xxxxxxxxxxxxx.xxx. FORM OF LOCK-UP AGREEMENT FOR STOCKHOLDER ENTITIES Xxxxxx Xxxxxxx & Co. LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]Xxxx 00000 Re: This letter is being delivered to you in connection with the offering by Silk Road MedicalKaleido Biosciences, Inc. (the “Company”) of [______] shares of common stock, $[___] par value (the “Common Stock”), of the Company --- Public Offering Ladies and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”).Gentlemen:
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm salesl] • shares Option Shares: [l] shares Public Offering Price per sharePer Share: $[ l [l] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] None In reliance on Section 5(d) or Rule 163B of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSeer, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce), Xxxxxx Xxxxxxx & Xxxxx Incorporated Co. LLC (“Xxxxxx Xxxxxxx”), BofA Xxxxxxx XxxxxSecurities, Inc. (“BofA”) and its Xxxxx and Company, LLC (“Cowen”) and the affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is solely administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer’s Chief Financial Officer. The Issuer has advised X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, including communications that are contemplated by this authorization. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and Cowen. The Issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and BofA Xxxxxxx Xxxxx Cowen in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and BofA Xxxxxxx Xxxxx Cowen and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and its Cowen and the affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, Xxxxxx Xxxxxxx, BofA and BofA Xxxxxxx Xxxxx Cowen a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxxxxxxx at xxxxxx.xxx@xxxx.xxx xxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx, Xxxxx Xxxxxxxxx at xxxxxxxxxx@xxxx.xxx and Bruno Stembaum Xxxxxxx Xxxxxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx.xxxxxxxx@xxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalSeer, Inc. (the “Company”) of [______] _ shares of Class A common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Class A Common Stock (the “Shares”). X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. hereby agree 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, X.X. XXXXXX SECURITIES LLC By: Name:Title: XXXXXX XXXXXXX & CO. LLC By: Name:Title: BOFA SECURITIES, INC. By: Name:Title: cc: Seer, Inc. Seer, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., the lead book-running managers in the Company’s recent public sale of shares of Class A common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s Class A 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. , 2020 X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC BofA Securities, Inc. 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 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 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 Seer, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, $0.00001 par value per share, of the Company (the “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 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, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. on behalf of the several Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 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 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 Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect 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 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 any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned 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, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any member of the undersigned’s immediate family or any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a disposition, transfer or distribution to members, limited partners or shareholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or similar court order,
(viii) to the Company in connection with any contractual arrangement that provides for the repurchase of undersigned’s Lock-Up Securities by the Company upon death, disability or termination of service, in each case, of such service provider,
(ix) acquired from the underwriters in the Public Offering or in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)); 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 clauses (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 clauses (a)(i), (iii), (iv), (v) (vi), and (ix), 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 during the Restricted Period in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii), (viii), and (x) 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 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 (Seer, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price The public offering price per share: share for the Shares is $[ l ] • 76.20. Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 3,700,000 Number of Option Shares to be sold by the CompanyShares: [ l ] [None] In reliance on Section 5(d) 555,000 Xxxxxxx Xxxxx & Co. LLC As Representatives of the Securities Act of 1933several Underwriters listed in Schedule 1 hereto c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 Ladies and Gentlemen: The undersigned understands that you, as amended Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Act”), Silk Road Medical, Inc. (the “IssuerUnderwriting Agreement”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employeeswith Ormat Technologies, and Xxxxxxx LynchInc., Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. Delaware corporation (the “Company”) of [______] shares and ORIX Corporation, a Japanese corporation (the “Selling Stockholder”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $[___] par value $0.001 per share (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up LetterSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To the extent that there shall be a sole Underwriter named in Schedule 1 to the Underwriting Agreement, all references to the Representatives and to the Underwriters shall be deemed to refer only to such sole Underwriter, and all corresponding changes in this Letter Agreement (as defined below) from plural to singular shall be deemed to have been made. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), executed (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 you the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “Lock-Up Securities”), (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 Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect 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 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 any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:
(a) transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,
(ii) by will or intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to limited partners, members, shareholders or other equityholders of the undersigned,
(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,
(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public Offering,
(x) to the Company in connection with such offeringthe vesting, and your request for a [waiver] [release] dated [__________________]settlement, 2019or exercise of restricted stock units, with respect stock appreciation rights, options, warrants or other rights to [______] purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, stock appreciation rights, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, stock appreciation rights, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Shares”Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction)., in one transaction or a series of related transactions, to a person or group of persons, of shares of capital stock if, after such transfer, such person or group of persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)) (including, without limitation, the entry into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such Securities in favor of any such transaction); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, or
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number The number of Underwritten Shares to be sold purchased by the Company: Underwriters is [ l ] • Number ]. The number of Option Shares to be sold by the Company: is [ l ] [None] ]. The public offering price per share is $[ ]. Written Testing-the-Waters Communications Investor presentation dated August 2020 In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDyne Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) Xxxxxxxxx LLC and its affiliates and their respective employeesemployees (“Jefferies”), Xxxxx Xxxxxxx & Co. and its affiliates and their respective employees (“Piper”) and Xxxxxx, Xxxxxxxx & Company, Incorporated and its affiliates and their respective employees (“Stifel”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent timeunder which they were made, not misleading, the Issuer will promptly notify X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, Jefferies and BofA Xxxxxxx Xxxxx its affiliates and their respective employees, Piper and its affiliates and their respective employees and Stifel and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, Xxxxxxxxx, Xxxxx and Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx, Xxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx xxxx.xxxxx@xxx.xxx and Nick Oust at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx@xxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalDyne Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • 13,000,000 Number of Option Shares to be sold by the Company: [ l ] [None] In reliance on Section 5(d1,950,000 Price per Share to the public (include accrued dividends, if any): $25.00 Price per Share to the Underwriters: $23.99
(a) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act of 1933, as amended (that has been filed with the “Act”), Silk Road Medical, Inc. (Commission not earlier than three years prior to the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf date of the Issuer in oral Underwriting Agreement; each of the Preliminary Prospectus and written communications the Prospectus was filed with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under Commission pursuant to the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning subparagraph of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a424(b) under the Act. This authorization shall remain Securities Act specified in effect until such opinion on the Issuer has provided to X.X. Xxxxxx date specified therein; and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention knowledge of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxsuch counsel, with copies no order suspending the effectiveness of the Registration Statement has been issued, no notice of objection of the Commission to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [Name and Address no proceeding for that purpose or pursuant to Section 8A of Officer the Securities Act against the Company or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering is pending or threatened by Silk Road Medicalthe Commission.
(b) The Registration Statement, Inc. the Preliminary Prospectus, each Issuer Free Writing Prospectus included in the Pricing Disclosure Package and the Prospectus (other than the financial statements and related schedules therein or omitted therefrom, as to which such counsel need express no opinion) appeared on their face to be appropriately responsive in all material respects with the requirements of the Securities Act.
(c) The Company has authorized capital stock as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “CompanyCapitalization”) of [______] shares of common stock, $[___] par value (; and the “Common Stock”), capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the lockProspectus.
(d) The Company has duly authorized the Shares, and the Shares when delivered by the Company to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued, fully paid and non-up letter dated __________________assessable and the issuance of the Shares is not subject to any preemptive or similar rights under the Company’s Articles of Incorporation or the Wisconsin Business Corporation Law.
(e) The Company has full right, 2018 power and authority to execute and deliver the Underwriting Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by the Company of the Underwriting Agreement and the consummation by the Company of the transactions contemplated thereby or by the Pricing Disclosure Package and the Prospectus has been duly and validly taken.
(the “Lock-up Letter”)f) The Underwriting Agreement has been duly authorized, executed and delivered by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”)Company.
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l [●] • per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares Shares: [●] Written Testing-the-Waters Communications EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalConstellation Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxxxxx LLC (“Jefferies”) and its affiliates BMO Capital Markets, Inc. (“BMO”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx BMO in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer and each of X.X. Xxxxxx, Jefferies or BMO in advance, neither the Issuer nor any of X.X. Xxxxxx, Jefferies or BMO will send or give to any potential investor any Written Testing-the-Waters Communication; provided, that this limitation shall not apply to any Written Testing-the-Waters Communication that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act therefor) any/or any customary legal or regulatory legends or disclaimers; provided, however, that any Written Testing-the-Waters Communication that is broadly disseminated to the public by X.X. Xxxxxx, Xxxxxxxxx or BMO shall be subject to the prior approval of the Issuer. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and BofA Xxxxxxx Xxxxx BMO and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxxxx and its affiliates BMO and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies and BofA Xxxxxxx Xxxxx BMO a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxx Xxxxxx at xxxxxxx@xxxxxxxxx.xxx and Xxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxx.xxxxx@xxx.xxx, with copies to Xxxxx Xxxxxx Xxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxx.x.xxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxx at xxxxxx.xxx@xxxx.xxx xxxxxx@xxxxxxxxx.xxx and Bruno Stembaum Xxxxx Xxxxxxxxxxx Bloom at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxxxxxxxxxxxx@xxx.xxx. [ l ]Constellation Pharmaceuticals, 2019 Inc. [Date] Constellation Pharmaceuticals, Inc. (the “Company”) announced today that X.X. Xxxxxx Securities LLC and Xxxxxxxxx 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. [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 Silk Road MedicalConstellation Pharmaceuticals, Inc. (the “Company”) of [______] shares of common stock, $[___●] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192018, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Constellation Pharmaceuticals Inc)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l 🌑 ] • per share Number of Underwritten Shares to be sold by the CompanyShares: [ l 🌑 ] • Number of Option Shares Shares: [ 🌑 ] Written Testing-the-Waters Communications [ 🌑 ] Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medicalor in reliance on Rule 163B under the Act, Intapp, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), BofA Securities, Inc. (“Bank of America”) and its affiliates Credit Suisse Securities (USA) LLC (“Credit Suisse”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, ,” as defined in Rule 144A under the Act, or institutions that are “accredited investors”,” within the meaning of Rule 501(a)(1), as defined in (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx, Bank of America and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Bank of America and its affiliates Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Bank of America and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxx Xxx at xxxx.xxx@xxxxxxxx.xxx and Xxxxxx Xxxx at xxxxxx.x.xxxx@xxxxxxxx.xxx; Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.xxxxx@xxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxx.xxx, with copies a copy to Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xxxx.xxx; and Xxxxxxxx Acabbi at xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx and Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalIntapp, Inc. (the “Company”) of [______] _ shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920__, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Underwritten shares: [Set out key information included in script that will be used by Underwriters to confirm sales--] • Price Option shares: [--] Public offering price per share: $[ l [--] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] · Investor Presentations dated February-March, 2021 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC 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 In reliance on Section 5(d) or Rule 163B of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalAkoya Biosciences, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. LLC (“BofA Xxxxxxx XxxxxXxxxxx Xxxxxxx”) and its the affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is solely administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer’s Chief Financial Officer. The Issuer has advised X.X. Xxxxxx and Xxxxxx Xxxxxxx that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature, including communications that are contemplated by this authorization. The Issuer represents that (i) except as disclosed to X.X. Xxxxxx and Xxxxxx Xxxxxxx, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than X.X. Xxxxxx and Xxxxxx Xxxxxxx to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of X.X. Xxxxxx and Xxxxxx Xxxxxxx. The Issuer also represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its Xxxxxx Xxxxxxx and the affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 of: · [***] [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 Silk Road MedicalAkoya Biosciences, Inc. (the “Company”) of [______---] shares of common stock, $[___] 0.00001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[--], 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________--], 201920[--], with respect to [______--] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l [•] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] Written Testing-the-Waters Communications Investor Presentation dated [None] •], 2021 In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalCyteir Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and its affiliates BofA Securities, Inc. (“BofA” and, together with X.X. Xxxxxx and Xxxxxx Xxxxxxx, the “Representatives”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, employees to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of the Representatives, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer, provided, however, that no such approval shall be required for any written communication (i) that is administrative in nature (i.e., scheduling meetings), (ii) that solely contains information already contained in a communication previously approved by the Issuer and/or (iii) that is limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing-the-Waters Communication). The Issuer has advised the Representatives that it does not intend to provide or authorize any written communications to potential investors other than communications that are solely administrative in nature. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) ). The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Representatives and its their respective affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxxxxxxx.xxx and Xxxxx Xxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxx.xxxxxx@xxxx.xxx, with copies to Yasin Keshvargar at xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx, Xxxxx Xxxxxx Nekou at xxxxx.xxxxxx@xxxxxxxx.xxx, xxxxx.xxxxx@xxxxxxxxx.xxx and Xxxxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxxx.xxxxxx@xxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalCyteir Therapeutics, Inc. (the “Company”) of [______•] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[•], 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [releasewaiver][release] dated [__________________•], 201920[•], with respect to [______•] shares of Common Stock (the “Shares”).. X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc. hereby agree 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. cc: Company Cyteir Therapeutics, Inc. (“Company”) announced today that X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., the joint book-running managers in the Company’s recent public sale of [•] shares of common stock, is [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 X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several underwriters named in Schedule 1 to the Underwriting Agreement (collectively, the “Underwriters”), with Cyteir Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Securities”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). 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 the Representatives, on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 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, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, “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 Lock-Up Securities, in cash or otherwise, (3) make any demand for or exercise any right with respect 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 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 any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned 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 would be expected to violate this Letter Agreement. Notwithstanding the foregoing, the undersigned may:
(a) transfer the undersigned’s Lock-Up Securities:
(i) as a bona fide gift or gifts, or to a charitable organization or educational institution, or for bona fide estate planning purposes,
(ii) by will or other testamentary document, or by intestacy,
(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),
(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned control or manage,
(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,
(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members, limited partners or shareholders of the undersigned,
(vii) by operation of law or pursuant to an order of a court or regulatory agency, including pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement (for the purpose of this Letter Agreement, “court or regulatory agency” shall mean any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction),
(viii) to the Company from an employee or service provider of the Company upon death, disability, termination of service or termination of employment, in each case of such employee or service provider,
(ix) as part of a sale of the undersigned’s Lock-Up Securities acquired in the Public Offering or in open market transactions after the pricing of 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 tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v) and (vi), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (i), (ii), (iii), (iv), (v), (vi), (vii), (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 reporting a reduction in beneficial ownership of shares of Common Stock (other than a filing on a Form 5 or Schedule 13 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 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;
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l [●] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [●] • Number of Option Shares to be sold by the CompanyShares: [ l [●] [None] Written Testing-the-Waters Communications In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalDeciphera Pharmaceuticals, LLC, which is to be converted into Deciphera Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co. (“BofA Xxxxxxx XxxxxXxxxx Xxxxxxx”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Xxxxx Xxxxxxx, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Xxxxx Xxxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [•] at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx [•]@xxxxxxxx.xxx and [•] at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[•]@xxx.xxx. [ l ], 2019 [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 Silk Road MedicalDeciphera Pharmaceuticals, Inc. (the “Company”) of [______] _ shares of common stock, $[___0.01] par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Deciphera Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key Key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l [TBD] • Number of Underwritten Shares EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalIntersect ENT, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co. (the “X.X. XxxxxxRepresentatives”) and its their respective affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their such affiliates’ respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their such affiliates’ respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxx Xxxxxx at xxxxxx.x.xxxxxx@xxxxxxxx.xxx and Xxxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxx.xxxxxxx.xxxxx@xxx.xxx, with copies to Xxxxx Xxxxxx Xxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxxx@xx.xxx. [ l ], 2019 [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 Silk Road MedicalIntersect ENT, Inc. (the “Company”) of [______[ ] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019201 , with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price The offering price per share: share is $[ l ] • Number — ]. The number of Underwritten Shares shares to be purchased by the Underwriters is [ — ]. The number of additional shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by Selling Stockholders at the Company: [ l ] [None] In reliance on Section 5(d) option of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, Underwriters is up to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ — ]. [ l — ], 2019 [Name 2015 The undersigned, Xxxxx X. Xxxxx, Executive Vice President and Address Chief Financial Officer of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Silk Road MedicalLa Quinta Holdings Inc., Inc. a Delaware corporation (the “Company”), does hereby certify solely in his capacity as an officer of the Company and not individually, on behalf of the Company pursuant to Section 8(e) of [______] shares the Underwriting Agreement, dated as of common stock[ — ], $[___] par value 2015 (the “Common StockUnderwriting Agreement”), among the Company and X. X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), as follows (capitalized terms used herein without definition have the meanings ascribed to them in the Underwriting Agreement): I have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and:
1. to my knowledge, the representations set forth in Sections 3(b) and 3(d) of the Underwriting Agreement are true and correct on and as of the date hereof with the same force and effect as though expressly made on and as of the date hereof;
2. the other representations and warranties of the Company set forth in the Underwriting Agreement are true and correct on and as of the date hereof with the same force and effect as though expressly made on and as of the date hereof;
3. the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the date hereof;
4. no stop order suspending the effectiveness of the Registration Statement on Form S-1 (File No. 333-[ — ]) has been issued, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act is pending before or, to my knowledge, threatened by the Commission;
5. subsequent to the earlier of the Applicable Time and the execution and delivery of the Underwriting Agreement, if there are any debt securities or preferred stock of, or guaranteed by, the Company or any of its Subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading has occurred in the rating accorded any such debt securities or preferred stock and (ii) no such organization has publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); and
6. since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), or material change in the long-term debt of the Company or any of its Subsidiaries, or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), business, management or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries taken as a whole; (ii) neither the lock-up letter dated __________________Company nor any of its Subsidiaries has incurred any obligation, 2018 direct or contingent, which is material to the Company and its subsidiaries taken as a whole, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iii) neither the “Lock-up Letter”)Company nor any of its Subsidiaries has sustained any material loss or material interference with its business from fire, executed explosion, flood or other calamity, whether or not covered by you insurance, or from any labor dispute or court or governmental action, order or decree. Xxxxxx & Xxxxxxx LLP and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP are entitled to rely on this certificate in connection with the respective opinions and negative assurance letters such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect firms are rendering pursuant to [______] shares of Common Stock (the “Shares”)Underwriting Agreement.
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Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales—] • shares Option Shares: [—] shares Public Offering Price per sharePer Share: $[ l [—] • Number None Written Testing-the-Waters Communications 2019 Investor Presentations, dated as of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] April 2019 and May 2019 In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalStoke Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) ), Xxxxx and its affiliates and their respective employeesCompany, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Xxxxxxx XxxxxCowen”) and its Credit Suisse Securities (USA) LLC (“Credit Suisse”) and their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer and the Representatives, neither the Issuer nor any of the Representatives (nor any of the other underwriters for the proposed transaction) will send or give to any potential investor any Written Testing-the-Waters Communication, other than such Testing-the-Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing-the-Waters Communications) and/or any customary legal or regulatory legends or disclaimers. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxx and its affiliates Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Cowen and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of of: • Xxxxx Ke at Xxxxx.Xx@xxxxxxxx.xxx • Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx.Xxxxx@xxxxx.xxx • Xxxx Xxxx at Xxxx.Xxxx@xxxxxx-xxxxxx.xxx • Xxxxxx Xxxxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxxx.Xxxxxxxxxxx@xxxxxxxxx.xxx • Xxxxxxxx Xxxx Lan at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 Xxxxxxxx.Xxx@xxxxxxxxx.xxx [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 Silk Road MedicalStoke Therapeutics, Inc. (the “Company”) of [______—] shares of common stock, $[___—] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[—], 2018 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________—], 201920[—], with respect to [______—] shares of Common Stock (the “Shares”).
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • 1. Number of Underwritten Shares to be sold by the CompanySelling Shareholders: [ l [•] • Number of Option Shares to be sold by the CompanySelling Shareholders: [ l [•] Public offering price per Share: [•] Written Testing-the-Waters Communications [None.] [None] In reliance •]. Form of Lock-up Agreement BofA Securities, Inc. X.X. 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 New York, New York 10179 Re: Viking Holdings Ltd — 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 Viking Holdings Ltd, an exempted company incorporated with limited liability under the laws of Bermuda (the “Company”), and the Selling Shareholders listed on Section 5(dSchedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of ordinary shares, par value $0.01 per share of the Company (“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, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, the undersigned will not, and will not cause any of its controlled affiliates to, during the period beginning on the date of this letter agreement (this “Letter 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (including without limitation, 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 share option or warrant) (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 Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any Lock-Up 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”), Silk Road Medicalin connection with such preparations, Inc. or (4) publicly disclose the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, intention to engage on behalf do any of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Actforegoing. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) undersigned acknowledges and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx that the foregoing precludes the undersigned from engaging in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event hedging or development as a result of which such Written Testing-the-Waters Communication included other transactions or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, arrangements (including, without limitation, any written communication containing only one short sale or more of the statements specified under Rule 134(apurchase 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) under designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 [Name and Address of Officer undersigned or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Silk Road Medical, Inc. (the “Company”any other person) of [______] shares any economic consequences of common stockownership, $[___] par value (the “Common Stock”)in whole or in part, directly or indirectly, of the Company and the lock-up letter dated __________________, 2018 (the “any Lock-up Letter”)Up Securities, executed whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by you delivery of Lock-Up Securities, in connection with such offeringcash or otherwise. The undersigned represents and warrants that the undersigned is not, and your request for has not caused or directed any of its affiliates to be or become, currently a [waiver] [release] dated [__________________]party to any agreement or arrangement that provides for, 2019is designed to or which reasonably could be expected to lead to or result in any transfer during the Restricted Period. Notwithstanding the foregoing, with respect to [______] shares of Common Stock (the “Shares”).undersigned may:
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic offering price: $[ l ] • per share Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • Number of Option Shares Shares: [ ] Exhibit A EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, SVMK Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxx & Company LLC (“Xxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxx and its Xxxxxxx Xxxxx, and each of their respective affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx.x.xxxx@xxxxxxxx.xxx, with copies to Xxxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and So Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road Medical, SVMK Inc. (the “Company”) of [______] shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (SVMK Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales[ 🌑 ] • Price per share: $[ l ] • Number of Underwritten Shares Written Testing-the-Waters Communications Investor Deck, dated April 2018. Investor Deck, dated January 2018. EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalEVO Payments, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [ 🌑 ] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[ 🌑 ], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[ 🌑 ]. [ l 🌑 ], 2019 2018 [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 Silk Road Medical, Inc. [Corporation] (the “Company”) of [______[ 🌑 ] shares of Class A common stock, $[___] par value $0.01 per share (the “Common Stock”), of the Company and the lock-up letter dated __________________[ 🌑 ], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).
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Pricing Information Provided Orally by Underwriters. Number of Shares: [Set out key information included in script that will be used by Underwriters to confirm sales·] • Price per shareUnderwritten Shares plus [·] Option Shares Public Offering Price: $[ l [·] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] per Share Investor Presentation dated [None·], 2018 [·] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalReplimune Group, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Leerink Partners LLC (“BofA Xxxxxxx XxxxxLeerink”) (collectively, the “Representatives”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Leerink in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Leerink and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Leerink and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Leerink a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx and Xxxxx Xxxxxxxxx at xxxxx.xxxxxxxxx@xxxxxxx.xxx, with copies to Xxxxx Xxxxxxx Xxxx at xxxxx@xxxxxxx.xxx and Xxxxxx Xxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxxxx@xxxxxxx.xxx. , Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ], 2019 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 Silk Road MedicalReplimune Group, Inc. (the “Company”) of [______·] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[·], 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________·], 20192018, with respect to [______·] shares of Common Stock (the “Shares”).. [·] hereby agrees on behalf of the underwriters 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 Replimune Group, Inc. (“Company”) announced today that [·] 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. [·], 2018
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Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales__] • shares Option Shares: [__] shares Public Offering Price per sharePer Share: $[ l [__] • Number of Underwritten Shares Written Testing-the-Waters Communications EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical1Life Healthcare, Inc. (the “Issuer”) hereby authorizes each of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its X.X. Xxxxxx Securities LLC (“Xxxxxx Xxxxxxx”), and the affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing the Waters Communication shall be subject to prior approval by the Issuer’s Chief Financial Officer prior to its dissemination to a potential investor, provided however, that no such approval shall be required for any written communication that is administrative in nature (i.e. scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and its the affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx Xxxxxxxxxx at xxxxxx.xxx@xxxx.xxx xxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx and Bruno Stembaum Xxxxxx XxxXxxxx at xxxxx.xxxxxxxx@xxxx.xxxxxxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx, Xxxx X. Xxxxxxxxx at xxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxxx X. Xxxx at xxxxxx.xxxx@xxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road Medical1Life Healthcare, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 20__ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the CompanyShares: [ l [____] • Number of Option Shares Shares: [____] Public Offering Price: $[____] Written Testing-the-Waters Communications Testing-the-Waters Presentation dated June 2020. Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicaliTeos Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SVB Leerink LLC (“BofA SVB Leerink”) and its affiliates and their respective employees and Xxxxx Xxxxxxx Xxxxx& Co. (“Piper” and, together with X.X. Xxxxxx and SVB Leerink, the “Representatives”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(192(a}(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, SVB Leerink and BofA Xxxxxxx Xxxxx its affiliates and their respective employees and Piper and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Ke at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx xxxxxxx.xxxxxx@xxxxxxxxxx.xxx and Xxxxxxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx.xxxxxxx@xxx.xxx. [ l ], 2019 [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 Silk Road MedicaliTeos Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2020 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per shareShare: $[ l ] • 33.00 Number of Shares: 3,030,303 Underwritten Shares to be sold by the Company: [ l ] • Number of plus 454,545 Option Shares to be sold by Written Testing-the-Waters Communications Company presentation used in meetings with potential investors on June 3, 2020. Written Testing-the-Waters Authorization , 2020 c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: “Testing the Company: [ l ] [None] Waters” Authorization Ladies and Gentlemen, In reliance on Section 5(d) Rule 163B of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalTwist Bioscience Corporation, Inc. a Delaware corporation (the “Issuer”) ), hereby authorizes X.X. X. X. Xxxxxx Securities LLC (“X.X. X. X. Xxxxxx”), Xxxxx and Company, LLC (“Cowen”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Evercore Group L.L.C. (“BofA Xxxxxxx XxxxxEvercore”) and its their affiliates and their respective employees, employees (“Authorized Persons”) to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public securities offering (“Testing-the-Testing the Waters Communications”). A “Written Testing-the-Waters Communication” means As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer or X. X. Xxxxxx, Xxxxx and Evercore, neither the Issuer nor any Testing-the-Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth companycommunication” as defined in Section 2(a)(19) Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (“Emerging Growth Company”whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at and/or any time following the distribution of any Written Testing-the-Waters Communication there occurs an event customary legal or development as a result of which such Written Testing-the-Waters Communication included regulatory legends or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omissiondisclaimers. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx X. X. Xxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Evercore a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xxxxx@xxxxxxxx.xxx, Xxxxxxx Xxxxxxxx at xxxxxxx.xxxxxxxx@xxxxx.xxx, with copies a copy to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxx.xxxxxx@xxxxx.xxx, and Xxxxx Xxxxxxx at xxxxx.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx Xxxx at xxxxxx.xxxx@xxxxxxxx.xxx. Sincerely, TWIST BIOSCIENCE CORPORATION By: Name: Xxxxx X. Leproust Title: President and Chief Executive Officer Date: FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx Xxxx, XX 00000 c/o Cowen and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Company, 2019 [Name LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Address Gentlemen: The undersigned understands that you, as Representatives of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered the several Underwriters, propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalTwist Bioscience Corporation, Inc. a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of [______] shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $[___] 0.00001 per share par value value, of the Company (the “Common Stock”), . In consideration of the Company Underwriters’ agreement to purchase and make the lock-up Public Offering of the Common Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter dated __________________agreement (this “Letter Agreement”) and ending on, 2018 but including, the 90th day after the date of the final prospectus supplement relating to the Public Offering (the “Lock-up LetterProspectus”) (such period, the “Restricted Period”), executed (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, 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 you the undersigned in connection accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares, whether any such offeringtransaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, and your request in cash or otherwise or (3) make any demand for a [waiver] [release] dated [__________________], 2019, or exercise any right with respect to [______] shares the registration of any Undersigned’s Shares. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Undersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:
(A) sell any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement;
(B) transfer the “Shares”).Undersigned’s Shares as a bona fide gift or gifts;
(C) transfer or dispose of the Undersigned’s Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(D) transfer or dispose of the Undersigned’s Shares to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned;
(E) transfer or dispose of the Undersigned’s Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(F) distribute the Undersigned’s Shares to partners, members or stockholders of the undersigned;
(G) transfer to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by, controlling or managing, or under common control with, the undersigned; or
(H) transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock and 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 Lock-Up Agreement;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l ] • 8.25 per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l ] • 7,500,000 Number of Option Shares Shares: 1,125,000 Annex A-1 Annex B-1 Annex C-1 Annex D-1 EGC — Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to X.X. Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalKala Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxxx Lynch, Pierce, Xxxxxx & and Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its Jefferies LLC (“Jefferies”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and its affiliates Xxxxxxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxx, Xxxxxxx Xxxxx and Jefferies a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxxx Xxxxxx at xxxxxx.xxxxxx@xxxx.xxx and Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx. X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, with copies PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXXXX LLC As Representatives of the several Underwriters listed in Schedule 1 to Xxxxx the Underwriting Agreement referred to below c/o X.X. Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxSecurities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Xxxxxx Xxxx Xxx Xxxx, 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]XX 00000 c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: This letter is being delivered to you in connection with the offering by Silk Road MedicalKala Pharmaceuticals, 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 Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of [______] Common Stock, par value $0.001 per 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 the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 60 days after the date of the final prospectus supplement relating to the Public Offering (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stockCommon Stock, $[___] 0.001 per share par value value, of the Company (the “Common Stock”)) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company Securities and the lock-up letter dated __________________, 2018 Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the those transactions described in this subsection (1) collectively referred to as a “Lock-up LetterTransaction”), executed or publicly disclose the intention to enter into any Transaction, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) is to be settled by you delivery of Common Stock or such other securities, in connection with such offeringcash or otherwise (collectively, and your request a “Swap”) or (3) make any demand for a [waiver] [release] dated [__________________], 2019, or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) [______] reserved], (B) transfers of shares of Common Stock or such other securities as a bona fide gift or gifts, (C) transfers or dispositions of shares of Common Stock or such other securities to any trust for the direct or indirect benefit of the undersigned or one or more immediate family members of the undersigned in a transaction not involving a disposition for value, (D) transfers or dispositions of shares of Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E) transfers or dispositions 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 as pursuant to a qualified domestic order or in connection with a divorce settlement, (F) distributions of shares of Common Stock or such other securities to partners, members or stockholders of the undersigned, and (G) distributions of shares of Common Stock to any corporation, partnership, limited liability company, investment fund or other entity controlled or managed by, or under common control or management with, the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value; provided that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E), (F), or (G), each transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E), (F), or (G), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “SharesExchange Act”)., or other public announcement reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be made voluntarily in connection with such transfer, disposition or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above 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, 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 Representatives, (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company existing as of the date hereof and described in the prospectus (including any prospectus supplement and any documents incorporated by reference therein) and the registration statement relating to the Public Offering, 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 (whether for cash, cashless, or net exercise) warrants to purchase shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) outstanding as of the date hereof and described in the prospectus (including
Appears in 1 contract
Samples: Underwriting Agreement (Kala Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales●] • shares Option Shares: [●] shares Public Offering Price per sharePer Share: $[ l [●] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] Written Testing-the-Waters Communications
1. Investor Presentation dated December 11, 2019 In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalBlack Diamond Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC (“Cowen”) and its affiliates Canaccord Genuity LLC (“Canaccord”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Canaccord in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Canaccord and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx and its affiliates Canaccord and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx Xxxxxx, Jefferies, Cowen and BofA Xxxxxxx Xxxxx Canaccord a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx, Xxxxx Xxxx at xxxxx@xxxxxxxxx.xxx, Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx xxxxxx.xxxxx@xxxxx.xxx and Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx@xxx.xxx. [ l ], 2019 [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 Silk Road MedicalBlack Diamond Therapeutics, Inc. (the “Company”) of [______●] shares of common stock, $[___●] par value (the “Common Stock”), of the Company and the lock-up letter dated [●], 20__________________, 2018 _ (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________●], 20192020, with respect to [______●] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Black Diamond Therapeutics, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l [·] • per Share Number of Underwritten Shares to be sold by the CompanyShares: [ l [·] • Number of Option Shares Shares: [·] EGC — Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to X.X. Xxxxxx and Xxxxxxx Xxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalKala Pharmaceuticals, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & and Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Xxxxxxx Xxxxx and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [ ] at [ ] and [ ] at [ ]. Kala Pharmaceuticals, Inc. [Date] Kala Pharmaceuticals, Inc. (the “Company”) announced today that X.X. Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxSecurities LLC and Xxxxxxx Lynch, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxPierce, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx & Xxxxx Incorporated, 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 Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxthe shares may be sold on or after such date. [ l ], 2019 [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 Silk Road MedicalKala Pharmaceuticals, Inc. (the “Company”) of [______] shares of common stock, $[___·] par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192017, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Kala Pharmaceuticals, Inc.)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [None] [NoneTo come] [Circulated separately] [Circulated separately] In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalSpringWorks Therapeutics, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”), Gxxxxxx Sxxxx & Co. LLC (“Goldman”) and its affiliates Cxxxx and their respective employeesCompany, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Xxxxxxx XxxxxCowen” and, together with J.X. Xxxxxx and Gxxxxxx, the “Representatives”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer's Chief Executive Officer or Chief Operating Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings) or that solely contains information already contained in a communication previously approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Dxxxx Ke (dxxxx.xx@xxxxxxxx.xxx) at J.X. Xxxxxx, Jxxx Xxxxxxxxx (jxxx.xxxxxxxxx@xx.xxx) at Goldman and Jxxxx Xxxxxx Xxxxx (Jxxxx.Xxxxxx@xxxxx.xxx) at xxxxxx.x.xxxxx@xxxxxxxx.xxx, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxCowen. [ l ], 2019 [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 Silk Road MedicalSpringWorks Therapeutics, Inc. (the “Company”) of [______] _ shares of common stock, $[___] _ par value (the “Common Stock”), of the Company and the lock-up letter dated dated__________________, 2018 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 201920__, with respect to [______] _ shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (SpringWorks Therapeutics, Inc.)
Pricing Information Provided Orally by Underwriters. Underwritten Shares: [Set out key information included in script that will be used by Underwriters to confirm sales•] • shares Option Shares: [•] shares Public Offering Price per sharePer Share: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l [•] [None] Passage Bio, Inc. Pricing Term Sheet None. In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalPassage Bio, Inc. (the “Issuer”) hereby authorizes X.X. J.X. Xxxxxx Securities LLC (“X.X. J.X. Xxxxxx”), Gxxxxxx Sxxxx & Co. LLC (“Goldman”) and its affiliates Cxxxx and their respective employeesCompany, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated LLC (“BofA Xxxxxxx XxxxxCowen” and, together with J.X. Xxxxxx and Gxxxxxx, the “Representatives”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the-Waters Communication shall be subject to prior approval by the Issuer’s Chief Operating Officer or Chief Financial Officer prior to its dissemination to a potential investor, provided, however, that no such approval shall be required for any written communication that is administrative in nature (i.e., scheduling meetings). The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Notwithstanding the foregoing, the Issuer will not be required to amend or supplement the Testing-the-Waters Communication with respect to prior recipients to the extent that a copy of the preliminary prospectus relating to the public offering, which eliminates or corrects such untrue statement or omission, is sent to the recipient of such Written Testing-the-Waters Communication once available. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Dxxxx Ke (dxxxx.xx@xxxxxxxx.xxx) at J.X. Xxxxxx, Jxxx Xxxxxxxxx (jxxx.xxxxxxxxx@xx.xxx) at Goldman and Jxxxx Xxxxxx Xxxxx (jxxxx.xxxxxx@xxxxx.xxx) at xxxxxx.x.xxxxx@xxxxxxxx.xxxCowen. J.X. XXXXXX SECURITIES LLC GXXXXXX SACHS & CO. LLC CXXXX AND COMPANY, with copies LLC As Representatives of the several Underwriters listed in Schedule 1 to Xxxxx the Underwriting Agreement referred to below c/o J.X. Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Securities LLC 300 Xxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx Xxxx, XX 00000 c/o Goldman Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Company, 2019 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]LLC 500 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: This letter is being delivered to you in connection with the offering by Silk Road MedicalPassage Bio, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Passage Bio, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of [______] shares by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $[___] par value $0.0001 per share (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up LetterSecurities”), executed by you . Capitalized terms used herein and not otherwise defined shall have the meanings set forth in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019, with respect to [______] shares of Common Stock (the “Shares”)Underwriting Agreement.
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of shares: [ ] Underwritten Shares plus [ ] Option Shares Xxxxxxxx Xxxx Incorporated Testing-the-Waters Presentation dated [ ], 2016 EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. Xxxxxxxx Xxxx Incorporated (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates Xxxxxx Xxxxxxx & Co. LLC and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employeesemployees (collectively, the “Representatives”), to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its the Representatives, their affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxxxxx.x.xxxx@xxxxxxxx.xxx and Xxxxxxx Xxxx at xxxxxxx.xxxx@xxxxxxxxxxxxx.xxx, with copies to Xxxxx Xxxxxxx X. Xxxxxxxxx, Xx. at xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx and Xxxxxx Xxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, xxxxxxx_x@xxxxxxxx.xxx. 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 at xxxxxx.xxx@xxxx.xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Xxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Gentlemen: The undersigned understands that X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, 2019 [Name and Address as representatives of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered the several Underwriters (the “Representatives”), propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalXxxxxxxx Xxxx Incorporated, Inc. a Delaware corporation (the “Company”) of [______] shares of common stock), $[___] par value and Xxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, providing for the public offering (the “Common StockPublic Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 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, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:
(A) the Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement,
(B) transfers of shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering,
(C) transfers of shares of Common Stock as a bona fide gift or gifts,
(D) any transfer of shares of Common Stock by will or pursuant to the laws of descent and distribution,
(E) any transfer to the undersigned’s spouse, parent, child, sibling, grandchild or first cousin, including any such relationship by marriage or legal adoption (each, an “immediate family member”), or a domestic trust created for the sole benefit of the undersigned or any immediate family member of the undersigned,
(F) any transfer from a trust described in clause (E) above to the undersigned,
(G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or any transfer of Common Stock or securities convertible into Common Stock to the Company upon the exercise of options to purchase the Company’s securities on a “cashless” or “net exercise” basis or for the purpose of satisfying any withholding taxes due as a result of the exercise of such options; provided, that any such purchased shares of Common Stock or securities convertible into Common Stock will be subject to the restrictions described in this letter agreement,
(H) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Common Stock involving a “change of control” of the Company; provided, that if such change of control is not consummated, such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to all of the restrictions set forth in this agreement (for the purposes of this clause (H), a “change of control” being defined as any bona fide third-party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company),
(I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period,
(J) distributions of shares of Common Stock to members, limited partners, affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or stockholders of the undersigned, and
(K) transfers of Common Stock or such other securities to the Company or any of its affiliates in connection with the Reorganization or as permitted under the Exchange Agreement; provided that in the case of any transfer or distribution pursuant to clause (B) through (J), each recipient, transferee, donee or distributee shall execute and deliver to the Representatives a lock-up letter dated __________________in the form of this paragraph; and provided, 2018 further, that in the case of any transfer or distribution pursuant to clause (the “Lock-up Letter”B) through (K), executed no filing by you any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such offering, and your request transfer or distribution (other than (i) a filing on a Form 3 or Form 4 for a [waiver] [release] dated [__________________]transfer in connection with the Reorganization pursuant to clause (K) or (ii) a filing on a Form 5 made after the expiration of the Restricted Period referred to above). If the undersigned is an officer or director of the Company, 2019the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. If the undersigned is an officer or director of the Company, (i) the Representatives on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with respect to [______] a transfer of shares of Common Stock, the Representatives on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Underwriting Agreement does not become effective by March 31, 2017, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock (to be sold thereunder, the “Shares”).undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. [Signature page follows] This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, By: Name: By: Name: Address: Address:
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l [●] • Number of Underwritten Shares EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] X.X. Xxxxxx and Xxxxxxx Xxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalEvolent Health, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employeesXxxxxxx, and Xxxxxxx Lynch, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. (“BofA Xxxxxxx Xxxxx”) and its their affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx X. Smart at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.x.xxxxx@xxxxxxxx.xxx and to [●] at [●], with copies to Xxxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxxxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx. [ l ], 2019 [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 Silk Road MedicalEvolent Health, Inc. (the “Company”) of [______●] shares of Class A common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________[●], 2018 2015 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________●], 20192015, with respect to [______●] shares of Common Stock (the “Shares”).
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l ] • Number of Underwritten Shares EGC – Testing the waters authorization (to be sold delivered by the Company: [ l ] • Number of Option Shares issuer to be sold by the Company: [ l ] [None] X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. CyberArk Software Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees, employees and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Deutsche Bank Securities Inc. (“BofA Xxxxxxx XxxxxDeutsche Bank”) and its affiliates and their respective employeesemployees (collectively, the “Representatives”) to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Any Written Testing-the Waters communication shall be subject to prior approval by the Company prior to its dissemination to a potential investor, provided, however, that the foregoing shall not apply to communications that are administrative in nature (i.e., scheduling meetings) or that solely contain information already contained in a communication previously approved by the Company. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication that has been approved by the Company there occurs an event or development as a result of which (i) such Written Testing-the-Waters Communication used in any meeting included at the time of such meeting an untrue statement of a material fact or omitted to state a material fact, or (ii) such Written Testing-the-Waters Communication proposed to be used in any meeting would at the time of such meeting include an untrue statement of a material fact or omitted or would omit to state a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made or existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates the Representatives and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [name of JPM banker] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[xxxxx@xxxxxxxx.xxx] and [name of DB banker] at [xxxxx@xx.xxx], with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx[as applicable]. [ l ], 2019 [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 Silk Road Medical, Inc. CyberArk Software Ltd. (the “Company”) of [______[ ] shares of common stockordinary shares, $[___] NIS 0.01 par value (the “Common StockOrdinary Shares”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 2019201 , with respect to [______] shares of Common Stock Ordinary Shares (the “Shares”).
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per sharePublic Offering Price: $[ l ] • Number of Underwritten Shares to be sold by the CompanyADSs: [ l ] • Number of Option Shares ADSs: Testing the waters authorization (to be sold delivered by the Company: [ l ] [None] issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. Molecular Partners AG (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), SVB Leerink LLC (“SVB Leerink”), Xxxxx and Company, LLC (“Cowen”), Xxxxxx & Co U.S.A., Inc. (“Xxxxxx & Co”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and BofA Xxxxxxx Xxxxx & Co in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and BofA Xxxxxxx Xxxxx & Co and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and its affiliates & Co and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx, SVB Leerink, Cowen and Xxxxxx and BofA Xxxxxxx Xxxxx & Co a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxx Xx at xxxxx.xx@xxxxxxxx.xxx, Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxxxxx.xxx, Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx, xxxxxx.xxxxx@xxxxx.xxx with copies to Xxxxx Xxxxxx Xxxxxxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxxxxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxXxxxxxx.Xxxxxxx@xxxxxx.xxx with copies to xxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx. [ l ], 2019 [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 Silk Road Medical, Inc. Molecular Partners AG (the “Company”) of [______] shares of common stock_ American Depositary Shares, $[representing ___] par __ com-mon shares with a nominal value of CHF 0.10 each (the “Common Stock”), Shares’) of the Company (the “ADSs”) and the lock-up letter dated dated__________________, 2018 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [dated__________________], 20192021, with respect to [______] shares of Common Stock (the “Shares”)_ ADSs.
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per shareWritten Testing-the-Waters Communications [To come.] Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx Dear Sirs: $[ l ] • Number of Underwritten Shares to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] In reliance on Section 5(d) of the U.S. Securities Act of 1933, as amended (the “Act”), Silk Road MedicalAthenex, Inc. (the “IssuerCompany”) hereby authorizes (the “Authorization”) Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC and/or their respective affiliates and employees (“X.X. XxxxxxBookrunners”) and its affiliates and their respective employeesto engage, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer Company, in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the IssuerCompany’s contemplated initial public offering offering. In connection with such authorization, the Company represents and warrants to, and covenants and agrees with, the Bookrunners that:
(“Testing-the-Waters Communications”). A “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within a) the meaning of Rule 405 under the Act. The Issuer Company represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners in writing if the Issuer Company hereafter ceases to be an Emerging Growth Company while this authorization the Authorization is in effect. If at ;
(b) in connection with any time following communications with potential investors (the distribution “Testing the Waters Investors”), the Company will comply with such guidelines as set forth in writing and agreed among the Company and the Bookrunners relating to such communications, and has not and will not approach potential investors on its own;
(c) all information provided by the Company to Testing the Waters Investors in any meeting will be included in or consistent with the information in the Company’s offering document relating to its proposed initial public offering (which would be the registration statement on Form S-1, with respect to a U.S. registered offering); and
(d) all materials used in any meeting with Testing the Waters Investors will not include any untrue statement of any Written Testing-the-Waters Communication a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and if there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication materials used in any meeting included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or existing at that subsequent time, not misleading, the Issuer will to promptly notify X.X. Xxxxxx the Bookrunners in writing and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication materials to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and the Bookrunners or their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, or employees to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer Company has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Bookrunners a written notice revoking this authorization. All notices as described herein This authorization shall be sent governed by email to and construed in accordance with the attention laws of Xxxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxthe State of New York. Yours sincerely, with copies to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxATHENEX, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxxINC. [ l ], 2019 Name: Title: [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Silk Road MedicalAthenex, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”). Credit Suisse Securities (USA) LLC, Deutsche Bank 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 , 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, By: Name: Title By: Name: Title By: Name: Title By: Name: Title cc: Athenex, Inc. Athenex, Inc. (the “Company”) announced today that Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and X. X. Xxxxxx Securities LLC, the lead book-running managers in the Company’s recent public sale of shares of common stock, is [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 2017, and the shares may be sold on or after such date. FORM OF LOCK-UP AGREEMENT , 20 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below 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 Athenex, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.001 per share, of the Company (the “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 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 the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 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, or otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including 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), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Common Stock or such other securities within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap or other arrangement described in clause (1) or (2) above, or (4) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:
(A) the Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement,
(B) transactions relating to the Common Stock acquired in open market transactions after the completion of the Public Offering,
(C) transfers of shares of Common Stock to the undersigned’s affiliates, family members or any investment holding entity controlled or managed by the undersigned, provided that any such transfer shall not involve a disposition for value,
(D) transfers of shares of Common Stock as a bona fide gift or gifts, by operation of law, such as pursuant to a qualified domestic relations order or in connection with a divorce settlement, or by will or intestate succession upon the death of the undersigned,
(E) distributions of shares of Common Stock to members, limited partners, stockholders or other equity holders of the undersigned, provided that any such distribution shall not involve a disposition for value,
(F) the exercise of any rights to purchase Common Stock by means of cash or cashless exercises or dispositions of Common Stock to the Company, or exchanges or conversions of any stock options or any other securities convertible into or exchangeable or exercisable for Common Stock granted pursuant to the Company’s equity incentive plans or warrants, that are disclosed in the preliminary prospectus and the final prospectus used for the Public Offering including any exchanges or conversions of stock options for shares of restricted Common Stock or other equity incentive awards approved by the Board of Directors of the Company, provided that the shares of Common Stock received upon such exercise, exchange or conversion (after taking into account any surrender of shares in satisfaction of payment of the exercise price or any tax obligations in connection with a cashless option exercise) shall be subject to the terms of this Letter Agreement,
(G) any shares of Common Stock or other securities that are transferred to the Company for the primary purpose of satisfying any tax or other governmental withholding obligation, through cashless surrender or otherwise, with respect to any award of equity-based compensation granted pursuant to the Company’s equity incentive plans or in connection with tax or other obligations as a result of testate succession or intestate distribution,
(H) the transfer of the undersigned’s shares of Common Stock or other securities 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 shares of Common Stock or such other securities by the Company in connection with the termination of the undersigned’s employment or other service relationship with the Company; or
(I) the transfer of shares of Common Stock that the undersigned may purchase in the Public Offering; provided that, in the case of any transfer or distribution pursuant to clause (C), (D) or (E), each donee, distributee or transferee, as applicable, shall execute and deliver to the Representatives a lock-up agreement in the form of this Letter Agreement; and provided further, that in the case of any transfer pursuant to clause (B), (C), (D), (E), (F), (G), (H) or (I), no filing by any party (transferor or transferee) under the Exchange Act reporting a reduction in beneficial ownership or the transfer or disposition of any rights in Common Stock 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) except, with respect to clauses (F), (G) and (H), any filing after the 30th day following the date of the final prospectus used for the Public Offering required to be made under Section 16(a) of the Exchange Act that includes a statement in such filing that the purpose of such filing is to disclose such exercise or conversion, no shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock were sold by the reporting person (other than dispositions of any such shares to the Company) and that the shares of Common Stock acquired upon such exercise or conversion are subject to the terms of this Letter Agreement. [If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Common Stock the undersigned may purchase in the Public Offering.] If the undersigned is an officer or director of the Company, (i) the Representatives on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
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Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per share: $[ l [•] • Number of shares: [•] Underwritten Shares plus [•] Option Shares None BCP IV GrafTech Holdings LP Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Xxx X. Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxx X. Xxxxx EGC — Testing the waters authorization (to be sold by the Company: [ l ] • Number of Option Shares to be sold by the Company: [ l ] [None] delivered in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road Medical, Inc. GrafTech International Ltd. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Credit Suisse Securities (USA) and its affiliates LLC (“Credit Suisse”) and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”) and its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial potential public secondary offering (“Testing-the-Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of X.X. Xxxxxx and Credit Suisse, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates Xxxxxx, Credit Suisse and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx Credit Suisse a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx [·] at xxxxxx.x.xxxxx@xxxxxxxx.xxx[·], with copies a copy to Xxxxx Xxxxxx [·] at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx [·] and [·] at xxxxxx.xxx@xxxx.xxx [·] and Bruno Stembaum [·] at xxxxx.xxxxxxxx@xxxx.xxx. [ l [·] and [·] at [·], 2019 with a copy to [·] at [·] and [·] at [·]. [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 Silk Road Medical, Inc. GrafTech International Ltd. (the “Company”) of [______] shares of common stock, $[___] 0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 20192018, with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract
Samples: Underwriting Agreement (Graftech International LTD)
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • Price per shareShare: $[ l ] • 110.00 Number of Shares: 2,802,272 Underwritten Shares (with 2,727,272 shares sold by the Company and 75,000 shares sold by the Selling Stockholders) plus 409,090 Option Shares (all to be sold by the Company) Written Testing-the-Waters Communications None. None. Written Testing-the-Waters Authorization , 2020 c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: [ l ] • Number of Option Shares to be sold by “Testing the Company: [ l ] [None] Waters” Authorization Ladies and Gentlemen, In reliance on Section 5(d) Rule 163B of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalTwist Bioscience Corporation, Inc. a Delaware corporation (the “Issuer”) ), hereby authorizes X.X. X. X. Xxxxxx Securities LLC (“X.X. X. X. Xxxxxx”), Xxxxxxx Xxxxx & Co. LLC (“Goldman”), Xxxxx and Company, LLC (“Cowen”) and its affiliates and their respective employees, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Evercore Group L.L.C. (“BofA Xxxxxxx XxxxxEvercore”) and its their affiliates and their respective employees, employees (“Authorized Persons”) to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public securities offering (“Testing-the-Testing the Waters Communications”). A “Written Testing-the-Waters Communication” means As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer or X. X. Xxxxxx, Xxxxxxx, Xxxxx and Evercore, neither the Issuer nor any Testing-the-Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth companycommunication” as defined in Section 2(a)(19) Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (“Emerging Growth Company”whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at and/or any time following the distribution of any Written Testing-the-Waters Communication there occurs an event customary legal or development as a result of which such Written Testing-the-Waters Communication included regulatory legends or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omissiondisclaimers. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx and its affiliates and their respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employees, Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx X. X. Xxxxxx, Xxxxxxx, Xxxxx and BofA Xxxxxxx Xxxxx Evercore a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxxxxx Xxxxxxx at xxxxxxxx.x.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxx Xxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxxxxxxx.xxxxx@xxxxxxxx.xxx, Xxxxxxxx Xxxxxxx at xxxxxxxx.xxxxxxx@xx.xxx, with copies a copy to Xxxxxx Xxxxxx at xxxxxx.xxxxxx@xx.xxx, Xxxxxxx Xxxxxxxx at xxxxxxx.xxxxxxxx@xxxxx.xxx, with a copy to Xxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxxxxxxx.xxxxxx@xxxxx.xxx, and Xxxxx Xxxxxxx at xxxxx.xxxxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx Xxxx at xxxxxx.xxxx@xxxxxxxx.xxx. Sincerely, TWIST BIOSCIENCE CORPORATION By: Name: Xxxxx X. Leproust Title: President and Chief Executive Officer Date: FORM OF LOCK-UP AGREEMENT , 2020 X.X. XXXXXX SECURITIES LLC XXXXXXX SACHS & CO. LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx Xxxx, XX 00000 c/o Goldman Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l ]Company, 2019 [Name LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Address Gentlemen: The undersigned understands that you, as Representatives of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered the several Underwriters, propose to you in connection enter into an underwriting agreement (the “Underwriting Agreement”) with the offering by Silk Road MedicalTwist Bioscience Corporation, Inc. a Delaware corporation (the “Company”) of [______] shares and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $[___] 0.00001 per share par value value, of the Company (the “Common Stock”), . In consideration of the Company Underwriters’ agreement to purchase and make the lock-up Public Offering of the Common Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxxxx Sachs & Co. LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter dated __________________agreement (this “Letter Agreement”) and ending on, 2018 but including, the 90th day after the date of the final prospectus supplement relating to the Public Offering (the “Lock-up LetterProspectus”) (such period, the “Restricted Period”), executed (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, 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 you the undersigned in connection accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant, collectively the “Undersigned’s Shares”), or publicly disclose the intention to make any offer, sale, pledge or disposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Shares, whether any such offeringtransaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, and your request in cash or otherwise or (3) make any demand for a [waiver] [release] dated [__________________], 2019, or exercise any right with respect to [______] shares the registration of any Undersigned’s Shares. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Undersigned’s Shares, in cash or otherwise. Notwithstanding the foregoing, the undersigned may:
(A) sell any Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement;
(B) transfer the “Shares”).Undersigned’s Shares as a bona fide gift or gifts;
(C) transfer or dispose of the Undersigned’s Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(D) transfer or dispose of the Undersigned’s Shares to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned;
(E) transfer or dispose of the Undersigned’s Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;
(F) distribute the Undersigned’s Shares to partners, members or stockholders of the undersigned;
(G) transfer to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by, controlling or managing, or under common control with, the undersigned; or
(H) transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock and 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 Lock-Up Agreement;
Appears in 1 contract
Pricing Information Provided Orally by Underwriters. [Set out key information included in script that will be used by Underwriters to confirm sales] • 1. Price per share: $[ l ] • Number [●]
2. The number of Underwritten Shares to be sold by the Company: [ l ] • Number [●]
3. The number of Underwritten Shares to be sold by the Selling Stockholder: [●]
4. The number of Option Shares to be sold by the Company: [ l [●] [None] Written Testing-the-Waters Communications In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Silk Road MedicalRayzeBio, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and its affiliates and their respective employees), and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxxxx LLC (“BofA Xxxxxxx XxxxxJefferies”) and its Evercore Group L.L.C. (“Evercore,” and together with X.X. Xxxxxx and Xxxxxxxxx, the “Authorized Underwriters”) and their affiliates and their the respective employeesemployees of each, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-the- Waters Communications”). A “Written Testing-the-the Waters Communication” means any Testing-the-the- Waters Communication that is a written communication within the meaning of Rule 405 under the Act. Each of the Authorized Underwriters, individually and not jointly, agrees that it shall not distribute any Written Testing-the-Waters Communication that has not been approved by the Issuer. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx the Authorized Underwriters and its their affiliates and their the respective employees, and BofA Xxxxxxx Xxxxx and its affiliates and their respective employeesemployees of each, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to X.X. Xxxxxx and BofA Xxxxxxx Xxxxx the Authorized Underwriters a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx at xxxxxx.x.xxxxx@xxxxxxxx.xxx[●], with copies to Xxxxx Xxxxxxx Xxxxxx at xxxxx.xxxxxx@xxxxxxxx.xxx, Xxxxxx Xxx at xxxxxx.xxx@xxxx.xxx and Bruno Stembaum at xxxxx.xxxxxxxx@xxxx.xxx. [ l [●], 2019 and Xxxxxx Xxxx at [●]. [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 Silk Road MedicalXxxxxXxx, Inc. (the “Company”) of [______] shares of common stock, $[___] 0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated __________________, 2018 2023 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [__________________], 201920 , with respect to [______] shares of Common Stock (the “Shares”).
Appears in 1 contract