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

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.

Appears in 3 contracts

Samples: Underwriting Agreement (Magnolia Oil & Gas Corp), Underwriting Agreement (Magnolia Oil & Gas Corp), Underwriting Agreement (Magnolia Oil & Gas Corp)

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Restriction on Sale of Securities by Selling Stockholders. For the period specified below (the “Stockholder 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 (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 Selling Stockholders Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase the Stockholder 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 the Stockholder Selling Stockholders Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in the Stockholder 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 actionaction during the Selling Stockholders Lock-Up Period (except as required by law), without the prior written consent of the RepresentativeRepresentatives; provided, except through that the filing of a supplement to foregoing shall not prevent Misys, during 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 Selling Stockholder Lock-Up Period, from disclosing its intention, and seeking shareholder approval from its shareholders, to dispose of additional Securities to affiliates immediately following the expiration of such the Selling Stockholder, provided that such affiliates agree to substantially similar restrictions as those contained in this Section 5(k)Stockholder Lock-Up Period. The initial Stockholder Selling Stockholders Lock-Up Period will commence on the date hereof and continue for 30 45 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing.

Appears in 2 contracts

Samples: Underwriting Agreement (Misys PLC), Underwriting Agreement (Allscripts Healthcare Solutions, Inc.)

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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 RepresentativeCredit Suisse Securities (USA) LLC, 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 60 days after the date hereof or such earlier date that the Representative Credit Suisse Securities (USA) LLC consents to in writing.

Appears in 1 contract

Samples: Underwriting Agreement (Magnolia Oil & Gas Corp)

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