Purchaser Lock-Up. Without the prior written consent of the Partnership, each Purchaser agrees that from and after the Closing until the Lock-Up Date, neither such Purchaser nor any of its Affiliates will offer, sell, pledge or otherwise transfer or dispose of any of its Purchased Units or enter into any transaction or device designed to do the same; provided, however, that each Purchaser may transfer its Purchased Units to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser provided that such Affiliate agrees to the restrictions in this Section 5.06.
Purchaser Lock-Up. Purchaser covenants and agrees as follows:
(a) To the extent requested by underwriters, [*] of the Shares held by the Purchaser prior to the Qualified Financing shall be subject to a Lock-Up (as defined below) through the period set by such underwriters in connection with a Qualified Financing that is an underwritten public offering, (such period not to exceed 180 days after the closing of the Qualified Financing); provided, however, that the Shares shall not be subject to a Lock-Up unless all officers, directors and affiliated stockholders owning more than five percent (5%) of the Company’s outstanding Common Stock are subject to the same restrictions. The other [*] of the Shares held by the Purchaser prior to the Qualified Financing shall not be subject to any Lock-Up and may, in Purchaser’s sole discretion, be sold in the Qualified Financing. For purposes of this Section 7.2, the term “Lock-Up” means an agreement by the Purchaser that, during the applicable period of the Lock-Up entered into in connection with the Qualified Financing, Purchaser will not, without the prior written consent of the Company (i) 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 or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Shares purchased in such Closing, in cash or otherwise. Notwithstanding the foregoing, Purchaser may transfer the Shares to any of its shareholders or Affiliates; provided that in the case of any transfer or distribution pursuant to this subparagraph during the relevant Lock-Up period, each donee or transferee shall sign and deliver a lock-up letter with terms substantially similar to the terms of this Section 7.2.
Purchaser Lock-Up. Without the prior written consent of the Company, each Purchaser agrees that from and after the Closing it will not sell any of its Purchased Common Units prior to the Lock-Up Date; provided, however, that each Purchaser may: (i) enter into one or more total return swaps or similar transactions at any time with respect to the Purchased Common Units purchased by such Purchaser; or (ii) transfer its Purchased Common Units to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser provided that such Affiliate agrees to the restrictions in this Section 5.02.
Purchaser Lock-Up. If, at any time, the Company undertakes to register any of its Common Stock or Rights or any other equity securities under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), from the time that the Company files such registration statement or, in the case of a Form S-3, a prospectus or prospectus supplement thereunder relating to an offering pursuant thereto with the Commission until the earlier of (i) the date 90 days after the effectiveness of the registration statement or, in the case of a Form S-3, the filing of a prospectus or prospectus supplement thereunder relating to an offering pursuant thereto or such shorter period as may be required by the managing underwriter or underwriters of such offering and (ii) the date an election is made to withdraw such registration statement with the Commission, no Holder will offer, sell, agree or commit or sell, grant any option for the purchase of or solicit any offer to buy any Common Stock or any Rights. If requested by the Company or the managing underwriter or underwriters, if any, the Holders will execute and deliver all such documents as are necessary and appropriate to reflect the foregoing.
Purchaser Lock-Up. Without the prior written consent of BreitBurn, each Purchaser agrees that from and after the Closing it will not sell any of its Purchased Units prior to the Lock-Up Date; provided, however, that each Purchaser may: (i) enter into one or more total return swaps or similar transactions at any time with respect to the Purchased Units purchased by such Purchaser provided that such transactions are exempt from registration under the Securities Act; or (ii) transfer its Purchased Units to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser provided that such Affiliate agrees to the restrictions in this Section 5.3.
Purchaser Lock-Up. Except as provided in this Agreement, no Purchaser will offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Purchased Units, or publicly announce an intention to effect any such transaction in respect of any Purchased Units, for a period of 90 days after the Closing Date; provided, however, that any Purchaser may enter into a total return swap or similar transaction with respect to the Purchased Units purchased by such Purchaser so long as the swap counterparty agrees to be bound by the terms of this Section 7.1.
Purchaser Lock-Up. In connection with the closing of a Qualified Offering, each of the Purchasers covenants and agrees to enter into a standard lock-up agreement, solely with respect to the Securities, in a form reasonably agreed to by the Purchasers, that shall provide that for a period beginning on the closing date of a Qualified Offering and ending on the six (6) month anniversary of such closing date, such Purchasers shall not sell into the market pursuant to Rule 144 or pursuant to a then effective registration statement any of the Securities.
Purchaser Lock-Up. In connection with an initial public offering of the Company’s securities, if any, each Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration statement of the initial public offering, if any) without the prior written consent of the managing or lead underwriter of such offering, for a period of one hundred and eighty (180) days from the effective date of such registration statement (the “Restricted Period”), and to the extent requested by the underwriter, each Purchaser shall, at the time of such offering, execute a separate, additional agreement reflecting these requirements binding on such Purchaser that are substantially consistent with this section; provided, however, that if during the last seventeen (17) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Restricted Period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this section shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of such earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after the effective date of the registration statement (collectively the “Lock Up Period”). In order to enforce the restriction set forth above or any other restriction agreed to by a Purchaser including, without limitation, any restriction requested by the underwriters of any initial public offering of the securities of the Company, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the end of the applicable Lock Up Period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this section. Each Purchaser agrees that prior to an initial public offering by the Company it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the pro...
Purchaser Lock-Up. Without the prior written consent of the Company, each Purchaser agrees that from and after the Closing it will not sell any of its Purchased Common Shares prior to the Lock-Up Date; provided, however, that each Purchaser may: transfer its Purchased Common Shares to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser provided that such Affiliate agrees to the restrictions in this Section 5.2.
Purchaser Lock-Up. (a) Except as provided in Section 5.10(b), Purchaser will not, and will cause its affiliates not to, during the Purchaser Lock-Up Period (as defined below), sell, offer or contract to sell, pledge, lend or otherwise transfer or dispose of, directly or indirectly, more than 10% of the Sale Shares. “Purchaser Lock-Up Period” means the period commencing on the Closing Date and ending on the earlier of (i) 180 days after the Closing Date, (ii) the date on which the Company consummates a merger, consolidation, amalgamation, scheme of arrangement, share exchange, recapitalization, reorganization, restructuring, demerger, liquidation, sale, lease, transfer or other disposition of assets substantially as an entirety, or any other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders’ receiving cash, securities or other property in exchange for, or as a distribution representing all or substantially all the value of, their equity holdings in the Company and (iii) the date of commencement of a tender or exchange offer as a result of which unaffiliated third parties will beneficially own a majority of the voting securities of the Company or otherwise have the power to elect the majority of the members of the Board.
