Restriction on Sale of Securities by Selling Stockholders. For the period specified in each of the lockup letters previously executed by the Selling Stockholders in the form attached hereto as Exhibit A, each Selling Stockholder will not take any action in contravention of such lock-up letters.
Restriction on Sale of Securities by Selling Stockholders. During the Lock-Up Period, such Selling Stockholder will not, without the prior written consent of Xxxxxxx Xxxxx and Xxxxx Fargo, (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 for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by such Selling Stockholder or with respect to which such Selling Stockholder has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to the Securities to be sold by such Selling Stockholder hereunder. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the scheduled expiration of the Lock-up Period the Company announces that it will release earnings results or becomes aware that material news or a material event relating to the Company will occur during the 16-day period beginning on the last day of the Lock-up Period, the restrictions imposed in this subsection (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx and Xxxxx Fargo waive, in writing, such extension; provided, however, that no such extension will apply if (a) Xxxxxxx Xxxxx and Xxxxx Fargo determine, in their sole discretion, that each of the Underwriters meets the requirements set forth in paragraph (a)(1)(iii) of Rule 139, and (b) within three business days prior to the 15th calendar day prior to the expiration date of the Lock-Up Period, the Company delivers a certificate, signed by the Chief Executive Officer or Chief Financial Offi...
Restriction on Sale of Securities by Selling Stockholders. For the period specified below (the “Stockholder Lock-Up Period”), each Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to Securities of the Company or any securities convertible into or exchangeable or exercisable for any Securities (other than the Offered Securities, securities to be exchanged by the Selling Stockholders therefor and the Concurrent OpCo Units) (“Stockholder Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of the Stockholder Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase the Stockholder Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of the Stockholder Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the Stockholder Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) publicly disclose the intention to take any such action, without the prior written consent of the Representative, except through the filing of a supplement to the prospectus included in the Registration Statement for the purpose of updating the identities of the selling stockholders named therein and the quantities of shares held thereby (provided that such selling stockholders shall be subject to the lock-up restrictions described in Section 5(k) or Section 7(j) hereof) and the transfer of Stockholder Lock-Up Securities to affiliates of such Selling Stockholder, provided that such affiliates agree to substantially similar restrictions as those contained in this Section 5(k). The initial Stockholder Lock-Up Period will commence on the date hereof and continue for 30 days after the date hereof or such earlier date that the Representative consents to in writing.
Restriction on Sale of Securities by Selling Stockholders. For the period specified below (the “Selling Stockholders Lock-Up Period”), each Selling Stockholder will not, directly or indirectly, take any of the following actions with respect to Securities of the Company or any securities convertible into or exchangeable or exercisable for any Securities (“Selling Stockholders Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Selling Stockholders Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Selling Stockholders Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Selling Stockholders Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Selling Stockholders Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) publicly disclose the intention to take any such action during the Selling Stockholders Lock-Up Period (except as required by law), without the prior written consent of the Representatives; provided, that the foregoing shall not apply (A) to the US Reorganization, the Arsenal Exchange, the Share Repurchase and the Contingent Repurchase (as defined in the Framework Agreement), in each case in accordance with the terms of the Framework Agreement (B) to the extent Misys or any of its subsidiaries is required to take any of the actions referred to in (i) through (v) above, to enable Misys to comply with Listing Rules 9.2.2A and 6.1.4(2) of the United Kingdom Listing Authority. The Selling Stockholders Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent to in writing.
Restriction on Sale of Securities by Selling Stockholders. On or prior to the date hereof, each of the Selling Stockholders will execute and deliver to the Representatives lock-up letters, substantially in the form attached hereto as Exhibit C.
Restriction on Sale of Securities by Selling Stockholders. On the date hereof, such Selling Stockholder will deliver to the Representatives a lock-up agreement substantially in the form of Exhibit A hereto (a “Lock-Up Agreement”). Beginning on the date one week after the date hereof, Credit Suisse Securities (USA) LLC may, during the Lock-Up Period, waive the lock-up agreements for Company employees (other than directors and executive officers) to sell, as a group, up to 500,000 shares in the aggregate, but not more than 50,000 shares in any one week period.
Restriction on Sale of Securities by Selling Stockholders. Each of the Selling Stockholders has entered into a lock-up agreement in a form previously agreed upon with the Representatives.
Restriction on Sale of Securities by Selling Stockholders. On or prior to the date hereof, such Selling Stockholder has executed and delivered to the Representatives a lockup agreement in the form of Exhibit VI-1 hereto (except for WP which has executed and delivered to the Representatives a lockup agreement in the form of Exhibit VI-2 hereto).
Restriction on Sale of Securities by Selling Stockholders. For the period (the “Lock-Up Period”) specified in each of the lock-up letters (the “Stockholder Lock-Up Letters”) previously executed by certain of the stockholders and optionholders of the Company in the form of Schedule E, each Selling Stockholder will not take any action in contravention of such Stockholder Lock-Up Letters.
Restriction on Sale of Securities by Selling Stockholders. The Company will cause each of the Selling Stockholders and each officer and director of the Company to deliver a letter to the Representatives in the form of Schedule F hereto (each, a “Lock-Up Letter”) on or prior to the date hereof.
