Common use of Restriction on Sale of Securities by Selling Stockholders Clause in Contracts

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 Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139.

Restriction on Sale of Securities by Selling Stockholders. During For the period specified below (the “Lock-Up Period”), such each Selling Stockholder will not, without the prior written consent of Xxxxxxx Xxxxx and Xxxxx Fargodirectly or indirectly, (i) offer, pledge, sell, contract to sell, sell take 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 following actions with respect to Securities of the Company or any securities convertible into or exchangeable or exercisable for Common Stockany Securities (“Lock-Up Securities”): (i) offer, whether now owned sell, issue, contract to sell, pledge or hereafter acquired by such Selling Stockholder or with respect to which such Selling Stockholder has or hereafter acquires the power otherwise dispose of dispositionLock-Up Securities, or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Company’s Common Stock meaning of Section 16 of the Exchange Act, (v) exercise any registrations rights to the extent the Company would be required to file a registration statement with the Commission during the Lock-Up Period or any securities convertible into or exchangeable or exercisable for Common Stock, whether (vi) publicly disclose the intention to take any such swap or transaction is to be settled by delivery action, without the prior written consent of Common Stock or other securitiesthe Representative, except, in cash or otherwise. The foregoing sentence shall not apply to each case, the Securities to be sold hereunder by such Selling Stockholder hereunderStockholder. Notwithstanding The initial Lock-Up Period will commence on the foregoingdate hereof and continue for 180 days after the date hereof or such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-up Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (2) prior to the scheduled expiration of the initial Lock-up Period 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 initial Lock-up Up Period, then in each case the restrictions imposed in this subsection (j) shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx and Xxxxx Fargo waivethe Representative waives, 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 Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139.

Restriction on Sale of Securities by Selling Stockholders. During For the period specified below (the “Lock-Up Period”), such each Selling Stockholder will not, without the prior written consent of Xxxxxxx Xxxxx and Xxxxx Fargodirectly or indirectly, (i) offer, pledge, sell, contract to sell, sell take 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 following actions with respect to Securities of the Company or any securities convertible into or exchangeable or exercisable for Common Stockany Securities (“Lock-Up Securities”): (i) offer, whether now owned sell, issue, contract to sell, pledge or hereafter acquired by such Selling Stockholder or with respect to which such Selling Stockholder has or hereafter acquires the power otherwise dispose of dispositionLock-Up Securities, or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Company’s Common Stock meaning of Section 16 of the Exchange Act or any securities convertible into or exchangeable or exercisable for Common Stock, whether (v) publicly disclose the intention to take any such swap or transaction is to be settled by delivery action, without the prior written consent of Common Stock or other securities, in cash or otherwisethe Underwriter. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Underwriter consents to in writing. The restrictions in the foregoing sentence paragraph shall not apply to (a) the Offered Securities to be sold by such Selling Stockholder hereunder. Notwithstanding the foregoing, if (1b) during the last 17 days transactions relating to Securities of the Lock-up PeriodCompany acquired in open market transactions after the completion of the public offering, provided that no filing under the Company issues an earnings release Exchange Act shall be required or material news shall be voluntarily made in connection with subsequent sales of Securities or other securities acquired in such open market transactions, (c) transfers of Securities as a material event relating bona fide gift, (d) distributions of Securities to members, limited partners or stockholders of any of the Company occurs Selling Stockholders; provided that in the case of any transfer or distribution pursuant to clause (c) or (2d), (i) prior to the scheduled expiration of the Lock-up Period the Company announces that it will release earnings results each donee 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 eventdistribute, as applicable, unless Xxxxxxx Xxxxx shall sign and Xxxxx Fargo waive, deliver a lock-up letter substantially 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 the form of the Underwriters meets the requirements set forth in paragraph (a)(1)(iii) of Rule 139, Exhibit E and (bii) within three business days prior to no filing under the 15th calendar day prior to the expiration date Exchange Act, reporting a reduction in beneficial ownership of securities, shall be required or shall be voluntarily made during the Lock-Up Period, or (e) the Company delivers establishment of a certificatetrading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”) for the transfer of Securities, signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying on behalf of the Company provided that (i) such plan does not provide for the shares transfer of Common Stock are “actively traded securities” (as defined in Regulation M), Securities during the Lock-Up Period and (ii) that no party is required to publicly announce, file or report the Company meets establishment of such Rule 10b5-1 Plan in any public report, announcement or filing with the requirements set forth in paragraph (a)(1) of Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such Rule 13910b5-1 Plan.

Restriction on Sale of Securities by Selling Stockholders. During For the period specified below (the “Lock-Up Period”), such each Selling Stockholder will not, without the prior written consent of Xxxxxxx Xxxxx and Xxxxx Fargodirectly or indirectly, (i) offer, pledge, sell, contract to sell, sell take 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 following actions with respect to Securities of the Company or any securities convertible into or exchangeable or exercisable for Common Stockany Securities (“Lock-Up Securities”): (i) offer, whether now owned sell, contract to sell, pledge or hereafter acquired by such Selling Stockholder or with respect to which such Selling Stockholder has or hereafter acquires the power otherwise dispose of dispositionLock-Up Securities, 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 transaction which would have the same effect, or enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common StockLock-Up Securities, whether any such swap or aforementioned transaction is to be settled by delivery of Common Stock the Lock-Up Securities or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without the prior written consent of the Representatives. The foregoing sentence shall not apply initial Lock-Up Period will commence on the date hereof and continue for one hundred eighty (180) days after the date hereof or such earlier date that the Representatives consent to the Securities to be sold by such Selling Stockholder hereunder. Notwithstanding the foregoingin writing; provided, however, that if (1) during the last 17 days of the initial Lock-up Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (2) prior to the scheduled expiration of the initial Lock-up Period 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 initial Lock-up Up Period, then in each case the restrictions imposed in this subsection (j) shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx and Xxxxx Fargo the Representatives waive, in writing, such extension; provided, however, further that no the immediately preceding proviso shall not be applicable upon the passage into federal law of the JOBS Act to the extent that the JOBS Act prohibits the Commission or any national securities associations from adopting or maintaining rules requiring the foregoing proviso and FINRA confirms through its rulemaking process or otherwise that such extension will apply if (a) Xxxxxxx Xxxxx and Xxxxx Fargo determinerules are, in their sole discretionfact, 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 no longer applicable 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 Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139Representatives.

Restriction on Sale of Securities by Selling Stockholders. During For the Lock-Up Period, such each Selling Stockholder will not, without directly or indirectly, take any of the prior written consent of Xxxxxxx Xxxxx and Xxxxx Fargo, following actions with respect to any Lock-Up Securities: (i) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant for the sale ofto purchase Lock-Up Securities, 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 (iiiii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Company’s Common Stock meaning of Section 16 of the Exchange Act or any securities convertible into or exchangeable or exercisable for Common Stock, whether (v) publicly disclose the intention to take any such swap or transaction is to be settled by delivery action, without the prior written consent of Common Stock or other securities, in cash or otherwisethe Representatives. The foregoing sentence shall Lock-up Period will not apply to (a) the Securities to be sold in this offering or (b) any transfer of Securities by such any Selling Stockholder hereunder(1) to a family member or trust, (2) as a bona fide gift, (3) as a distribution by a partnership to its partners or former partners or by a limited liability company to its members or retired members or by a corporation to its stockholders or former stockholders or (4) to any affiliate, as defined in Rule 405 under the Act, of the undersigned, provided, in the case of such transfers under this clause (c), the transferee agrees to be bound in writing by the terms of the lockup letter in the form of Exhibit E hereto prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of such Lock-Up Period). Notwithstanding The initial Lock-Up Period will commence on the foregoingdate hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent to in writing; provided, however, that, if (1) during the last 17 days of the initial Lock-up Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (2) prior to the scheduled expiration of the initial Lock-up Period 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 initial Lock-up Up Period, then in each case the restrictions imposed in this subsection (j) shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx and Xxxxx Fargo the Representatives 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 Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139.

Restriction on Sale of Securities by Selling Stockholders. During For the Lock-Up Period, such each Selling Stockholder will not, without directly or indirectly, take any of the prior written consent of Xxxxxxx Xxxxx and Xxxxx Fargo, following actions with respect to any Lock-Up Securities: (i) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant for the sale ofto purchase Lock-Up Securities, 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 (iiiii) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Company’s Common Stock meaning of Section 16 of the Exchange Act or any securities convertible into or exchangeable or exercisable for Common Stock, whether (v) publicly disclose the intention to take any such swap or transaction is to be settled by delivery action, without the prior written consent of Common Stock or other securities, in cash or otherwisethe Underwriter. The foregoing sentence shall Lock-up Period will not apply to (a) the Securities to be sold in this offering or (b) any transfer of Securities by such any Selling Stockholder hereunder(1) to a family member or trust, (2) as a bona fide gift, (3) as a distribution by a partnership to its partners or former partners or by a limited liability company to its members or retired members or by a corporation to its stockholders or former stockholders or (4) to any affiliate, as defined in Rule 405 under the Act, of such undersigned Selling Stockholder, provided, in the case of such transfers under this clause (b), the transferee agrees to be bound in writing by the terms of the lockup letter in the form of Exhibit D hereto prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5). Notwithstanding The initial Lock-Up Period will commence on the foregoingdate hereof and continue for 60 days after the date hereof or such earlier date that the Underwriter consents to in writing; provided, however, that, if (1) during the last 17 days of the initial Lock-up Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs or (2) prior to the scheduled expiration of the initial Lock-up Period 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 initial Lock-up Up Period, then in each case the restrictions imposed in this subsection (j) shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx and Xxxxx Fargo waivethe Underwriter waives, 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 Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139.