Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.), Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)
Restriction on Sale of Securities. During a period of 60 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Underwriter, (i) directly or indirectly, 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 any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable convertible for Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing; provided, however, that the foregoing restrictions shall not prohibit the Company from filing a shelf registration statement or a prospectus supplement under the 1933 Act relating to an “at the market” offering of its Common Shares after the Closing Date, 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 Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock Shares issued by the Company upon (x) the exercise of an option or warrant or (y) the conversion of a security security, in either (x) case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan, direct stock purchase plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any limited partner interests in the Operating Partnerships that are issued in exchange for real property or interests therein in the ordinary course of business. Notwithstanding the foregoing, if in the event that either (1x) during the last 17 days of the 60Lock-Up Period, such 45-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the 60such 45-day restricted period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60such 45-day restricted period, the restrictions imposed in this section (3)(i) described above shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance earnings release or the announcement of the earnings release material news or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Purchase Agreement (Lexington Realty Trust), Purchase Agreement (Lexington Realty Trust)
Restriction on Sale of Securities. During For a period of 60 days from after the date of the Final Prospectus, the Company will notnot offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any United States dollar denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock or warrants or other rights to purchase shares of Common Stock or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Deutsche Bank, the Representatives; provided that such restriction shall not apply to: (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Offered Securities; (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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon conversion of the Offered Securities or upon the exercise of an option or warrant or the conversion of a security either (x) options, warrants or convertible securities, in each case outstanding on the date hereof of this Agreement; (iii) employee stock options granted and referred shares of Common Stock issued under plans existing on the date of this Agreement; (iv) the filing of any registration statement on Form S-8 to register shares of Common Stock reserved for issuance under the Company’s equity compensation plans; (v) the issuance of or agreement to issue shares of Common Stock in connection with the Registration StatementCompany’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase or asset purchase); provided, that the General Disclosure Package and the Prospectus Company shall not issue or (y) issued pursuant agree to clause (C) below, (C) issue any shares of Common Stock issued or options to purchase in connection with such an acquisition during the 30 days after the date of the Final Prospectus; provided, further, that the aggregate number of shares of Common Stock granted that the Company may issue or agree to issue in connection with such an acquisition during the period from the 31st day to the 60th day after the date of the Final Prospectus shall not exceed 1,000,000 shares; and (vi) any existing obligations as may be required by the Amended and Restated Information and Registration Rights Agreement dated January 7, 1997, among the Company and the parties indicated therein or the Registration Rights Agreement dated February 1, 2005, among the Company, Credit Suisse First Boston LLC and Deutsche Bank Securities Inc. The Company shall use its reasonable efforts to maintain a program under which its executive officers and directors who are party to the lock-up letters described in Section 7(h) hereof may sell shares of Common Stock pursuant to existing employee benefit plans the exemptions contained in clauses (i) and (ii) of the third paragraph of such letters. Such program shall be reasonably designed and enforced by the Company referred to in the Registration Statement, the General Disclosure Package ensure that such officers and the Prospectus or (D) any directors sell no more than an aggregate of 50,000 shares of Common Stock issued pursuant upon the exercise of options that will expire prior to any non-employee director December 31, 2009, and no more than an aggregate of 125,000 shares of Common Stock issued upon the vesting of restricted stock plan or dividend reinvestment plan referred to units, in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) each case during the last 17 days of the 60period that such lock-day restricted period up letters are in effect. If at any time the Company issues an earnings release has knowledge that shares of Common Stock in excess of such limitations have been sold by such officers and directors in violation of such lock-up agreements or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted periodthis Agreement, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during shall immediately notify the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue Underwriters and take all reasonably necessary actions to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, prevent any such extensionfurther sales.
Appears in 2 contracts
Samples: Underwriting Agreement (Rambus Inc), Underwriting Agreement (Rambus Inc)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of Deutsche BankXxxxx Xxxxxxxx, directly or indirectly, (i) directly or indirectly, offer, pledgesell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase or otherwise transfer sell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of any option to purchase or other sale or disposition) of (a) any shares of Common Stock or any securities substantially similar thereto or (b) any other securities convertible into into, or exchangeable or exercisable or exchangeable for for, shares of Common Stock or securities substantially similar thereto, (ii) file any registration statement under the 1933 Act with respect to any of the foregoing (other than on Form S-8) 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 of ownership of the Common Stock, whether any such swap swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securitiessecurities substantially similar thereto, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan plan. Xxxxx Xxxxxxxx agrees, for the benefit of the other Representatives, if applicable, not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2177(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or dividend reinvestment plan referred termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Registration Statement, the General Disclosure Package and the ProspectusRepresentatives. Notwithstanding the foregoing, if in the event that either (1i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last 17 days day of the 60-Restricted Period and ends on the last day restricted period of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2ii) prior to the expiration of the 60-day restricted periodRestricted Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60-day restricted periodRestricted Period, the restrictions imposed in this section (3)(i) shall set forth herein will continue to apply until the expiration of the 18-day period beginning on date that is 15 calendar days plus three (3) business days after the date of the issuance of on which the earnings release is issued or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionevent related to the Company occurs.
Appears in 2 contracts
Samples: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares grants of stock options, restricted stock or notional units to employees, directors or contractors pursuant to the terms of any plan in effect as of the Closing Time, issuances of Common Stock issued or options to purchase Common Stock granted pursuant to existing the exercise of such options or the exercise of any other employee benefit plans of stock options outstanding on the Company referred to in the Registration Statementdate hereof, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (B), (C) and (D), and (F) any issuance of options or shares pursuant to an exchange for units of FIF HE Holdings LLC. Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.), Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Restriction on Sale of Securities. During a For the period of 60 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“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 to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (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 Common Stock, whether any such swap or transaction described in clause (i) meaning of Section 16 of the Exchange Act or (iiv) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) file with the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of Commission a registration statement under Rule 462(b) the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the 1933 Act RegulationsRepresentative, except (A) pursuant to this Agreement, (B) any shares issuances of Common Stock issued by Lock-Up Securities pursuant to the Company upon conversion or exchange of convertible or exchangeable securities or the exercise of an option warrants or warrant options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the conversion Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 5% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a security either (xlockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(h) outstanding hereof. The Lock-Up Period will commence on the date hereof and referred continue for 90 days after the date hereof or until such earlier date that the Representative consents to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Xencor Inc), Underwriting Agreement (Xencor Inc)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representative, (i) directly or indirectly, offer, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, including, if applicable, such (B) the issuance and sale hereunder of common stock by the filing Company to GSK pursuant to GSK’s exercise of a registration statement its pro rata rights following the end of each calendar quarter to purchase its pro rata portion of shares issued by the Company in the preceding quarter (other than the Securities), (C) any shares of Common Stock issued pursuant to outstanding options, restricted stock units (“RSUs”) or other rights under Rule 462(bthe Company’s existing stock option plans or other employee benefit plans, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any options to purchase shares of Common Stock, restricted stock awards or RSUs granted under the Company’s equity plans or other employee benefit plans, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus or as may be subsequently amended or adopted; provided that such options, restricted stock awards or RSUs shall not vest or become exercisable prior to the expiration of the 1933 Act Regulationslock-up period as described in Exhibit B hereto, except that ordinary course replenishment and promotion stock option grants, restricted stock awards and RSUs to be made monthly in January 2013, February 2013, March 2013 and April 2013 may vest on a monthly basis following their grant, (BE) any shares of Common Stock issued by the Company upon the exercise of an any other option or warrant warrant, settlement of an RSU or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (CF) any shares of Common Stock issued or options to purchase Common Stock granted by the Company pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Company’s Employee Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to Purchase Plan as described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Theravance Inc), Underwriting Agreement (Theravance Inc)
Restriction on Sale of Securities. During a period of 60 days from the date of Lock-Up Period (as the Prospectussame may be extended pursuant to the provisions set forth in the next sentence), the Company Partnership will not, without the prior written consent of Deutsche BankXxxxx Fargo, directly or indirectly:
(i) directly or indirectlyissue, 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 purchase, lend or otherwise transfer or dispose of any shares of Common Stock Units or any securities convertible into or exercisable or exchangeable for Common Stock Units (other than Common Units underlying any Preferred Units outstanding as of this Agreement or underlying the warrants (the “Warrants”) issued pursuant to that certain Unit Purchase Agreement, dated June 9, 2013, between the Partnership and ATLS.),
(ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Units or any securities convertible into or exercisable or exchangeable for any Common Units (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement or any registration statement with respect to Common Units underlying the Warrants or any Preferred Units outstanding as of the foregoing or date of this Agreement), or
(iiiii) enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common StockUnits or any securities convertible into or exercisable or exchangeable for any Common Units, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock Units or such other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The foregoing sentence shall not apply to Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo, (A) issue Common Units, phantom units and options to purchase Common Units, pursuant to unit option plans and unit incentive plans as those plans are in effect on the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing date of a registration statement under Rule 462(b) of the 1933 Act Regulations, this Agreement; (B) any shares of issue Common Stock issued by the Company Units or withhold Common Units to pay income taxes upon the exercise of an option or warrant unit options or the conversion vesting of a security either (x) phantom units outstanding on the date hereof and of this Agreement or issued after the date of this Agreement under unit option plans referred to in clause (A) above, as those unit options, phantom units and plans are in effect on the Registration Statement, date of this Agreement; (C) issue Common Units in connection with an acquisition transaction (x) directly to a seller party to such transaction as part of the General Disclosure Package and the Prospectus purchase price or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans through an offering exempt from registration under Regulation D of the Company referred 1933 Act, provided, however, any recipient of such Common Units will agree to be bound by the restrictions set forth in the Registration Statement, Lock-Up Agreement in the General Disclosure Package form of Exhibit D hereto for the remainder of the Lock-Up Period; and the Prospectus or (D) enter into any shares equity distribution or similar agreement for sales of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to securities through an “at the market offering,” as such term is defined in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days Rule 415 of the 601933 Act, and issue Common Units or Preferred Units under such agreement through the Partnership’s effective registration statement on Form S-3 (Registration No. 333-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension193238).
Appears in 2 contracts
Samples: Underwriting Agreement (Atlas Resource Partners, L.P.), Underwriting Agreement (Atlas Resource Partners, L.P.)
Restriction on Sale of Securities. During For a period of 60 180 days from after the date of the Prospectus, the Company will not, without and will not publicly disclose the prior written consent of Deutsche Bankintention to, (i) directly or indirectly, 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 purchase, lend, or otherwise transfer or dispose of of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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, any of the economic consequence consequences of ownership of the Common StockStock or any such other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Securities to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise), in each case outstanding on the date of this Agreement and described in the Prospectus; or (ii) grants of stock options, stock awards, restricted stock, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisers, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Time and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, or (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Morgan Stanley Direct Lending Fund), Underwriting Agreement (Morgan Stanley Direct Lending Fund)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, directly or indirectly, (i) directly or indirectly, 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 lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing (other than (A) any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement and (B) a registration statement on Form S-8 or any successor form thereto to register Common Stock to be offered under any employee benefit or equity incentive plan described in the Registration Statement, the General Disclosure Package and the Prospectus), (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 Common Stock, whether any such swap swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant warrant, the settlement of a restricted stock unit or the conversion or exchange of a security either (x) security, in each case, outstanding on the date hereof and referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock issued or options to purchase Common Stock granted with respect thereto, made pursuant to existing employee benefit compensatory equity-based plans of the Company referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan or dividend program or distribution reinvestment plan referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2E) prior the Company’s purchase of shares of Common Stock pursuant to stock purchase plans described in the expiration of the 60-day restricted periodRegistration Statement, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during General Disclosure Package and the 16-day period beginning on the last day of the 60-day restricted periodProspectus, the restrictions imposed as those plans are in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning effect on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionthis Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Claros Mortgage Trust, Inc.), Underwriting Agreement (Claros Mortgage Trust, Inc.)
Restriction on Sale of Securities. During a period of 60 days from the date of Lock-Up Period (as may be extended pursuant to the Prospectusprovisions set forth in the next sentence), the Company Partnership Entities will not, without the prior written consent of Deutsche BankXxxxx Fargo, directly or indirectly:
(i) directly or indirectly, 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 purchase, lend or otherwise transfer or dispose of any shares Common Units, other equity securities of Common Stock the Partnership or any securities convertible into or exercisable or exchangeable for Common Stock Units or other equity securities of the Partnership, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 3(j) for the remaining term of the Lock-Up Period,
(ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Units, other equity securities of the foregoing Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership (other than (i) any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement, (ii) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the long-term incentive plan described in the Pre-Pricing Prospectus and the Prospectus under the caption “Management—Elements of Executive Compensation—Long-Term Incentive Compensation,” and (iii) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 3(j)(i)), or
(iii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of any Common Units, other equity securities or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Common StockPartnership, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Units, Subordinated Units, other equity securities, in cash or otherwise. The foregoing sentence shall not apply , or publicly announce any intention to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) do any of the 1933 Act Regulationsforegoing. Moreover, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if if:
(1) during the last 17 days of the 60Lock-day restricted period Up Period, the Company Partnership issues an earnings release or material news or a material event relating to the Company occurs or Partnership occurs, or
(2) prior to the expiration of the 60Lock-day restricted periodUp Period, the Company Partnership announces that it will issue an release earnings release results or the Partnership becomes aware that of material news or on a material event relating to the Partnership that will occur during the 16-day period beginning on the last day of the 60Lock-day restricted periodUp Period, the Lock-Up Period shall be extended and the restrictions imposed in by this section (3)(iSection 3(j) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as the case may be, unless Deutsche Bank Xxxxx Fargo waives, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Partnership shall notify the Representatives of such extension as promptly as practicable and in any event prior to the last day of the original Lock-Up Period. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo:
(1) issue the Securities to the Underwriters pursuant to this Agreement,
(2) issue Common Units, and options to purchase Common Units, pursuant to equity incentive plans described in the General Disclosure Package and the Prospectus, if the terms of such equity incentive plans are substantially the same as the form filed as part of the Registration Statement, and
(3) issue Common Units upon the exercise of options outstanding on the date of this Agreement or issued after the date of this Agreement under equity incentive plans referred to in clause (2) above, provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to Xxxxx Fargo, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit D hereto to this Agreement and otherwise satisfactory in form and substance to Xxxxx Fargo.
Appears in 2 contracts
Samples: Underwriting Agreement (NGL Energy Partners LP), Underwriting Agreement (NGL Energy Partners LP)
Restriction on Sale of Securities. During a period of 60 180-days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowany registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or any registration related thereto, (D) any shares of Common Stock issued or, for the avoidance of doubt, purchased in the open market, pursuant to any non-employee director stock plan or dividend reinvestment plan referred plan, and any registration related thereto, and (E) any post-effective amendment to in the Registration StatementStatement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act. If the Representatives, in their sole discretion, agree to release or waive the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1restrictions set forth in a lock-up agreement described in Section 6(i) during the last 17 days hereof for an officer or director of the 60-day restricted period Company and provide the Company issues an earnings with notice of the impending release or material news or a material event relating to waiver at least three business days before the Company occurs or (2) prior to the expiration effective date of the 60-day restricted periodrelease or waiver, the Company announces that it will issue an earnings agrees to announce the impending release or becomes aware that material waiver by a press release substantially in the form of Exhibit C hereto through a major news or a material event will occur during service at least two business days before the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the effective date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionwaiver.
Appears in 2 contracts
Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Floor & Decor Holdings, Inc.)
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of the Preferred Stock or similar securities (for the avoidance of doubt, excluding Common Stock Stock) or any securities convertible into or exercisable or exchangeable for shares of the Preferred Stock or similar securities (for the avoidance of doubt, excluding Common Stock Stock) or file any registration statement under the 1933 Securities Act with respect to any of the foregoing (other than a shelf registration statement on Form S-3 relating to the registration of future offerings of the Company’s securities) 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 Common shares of the Preferred Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common shares of the Preferred Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities Shares to be sold hereunder, including, if applicable, such sale hereunder or to transactions occurring by the filing of a registration statement under Rule 462(b) operation of the 1933 Act Regulationsprovisions of Section 2 of Article V of the Company’s charter. Notwithstanding the provisions set forth in the immediately preceding paragraph, (B) any shares of Common Stock issued by the Company upon may, without the exercise prior written consent of an option or warrant or the conversion of a security either Representatives:
(x1) outstanding on issue the date hereof and referred Shares to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued Underwriters pursuant to clause this Agreement;
(C2) belowissue shares, (C) any shares of Common Stock issued or and options to purchase Common shares, of Preferred Stock granted pursuant to existing employee benefit stock option plans, stock purchase or other equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to or stock incentive plan described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed as those plans are in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning effect on the date of this Agreement; and
(3) issue shares of Preferred Stock upon the issuance exercise of stock options issued under stock option or other equity incentive plans referred to in clause (2) above, as those plans are in effect on the earnings release date of this Agreement, or upon the occurrence exercise of warrants or convertible securities outstanding on the material news or material eventdate of this Agreement, unless Deutsche Bank waives, as those warrants and convertible securities are in writing, such extensioneffect on the date of this Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Umh Properties, Inc.), Underwriting Agreement (Monmouth Real Estate Investment Corp)
Restriction on Sale of Securities. During a For the period of 60 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“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 to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (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 Common Stock, whether any such swap or transaction described in clause (i) meaning of Section 16 of the Exchange Act or (iiv) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) file with the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of Commission a registration statement under Rule 462(b) the Act relating to Lock-Up Securities (other than registration statements on Form S-8 relating to Lock Up Securities granted or to be granted pursuant to the terms of a plan disclosed in the General Disclosure Package), or publicly disclose the intention to take any such action, without the prior written consent of the 1933 Act RegulationsRepresentative, except (A) pursuant to this Agreement, (B) any shares issuances of Common Stock issued by Lock-Up Securities pursuant to the Company upon conversion or exchange of convertible or exchangeable securities or the exercise of an option warrants or warrant options, in each case outstanding on the date hereof, (C) grants of employee stock options or other securities pursuant to the terms of a plan in effect on the date hereof or as described in the General Disclosure Package or the conversion Final Prospectus or issuances of Lock-Up Securities pursuant to the exercise of such options, and (D) issuances of Lock Up Securities or securities exercisable for, convertible into or exchangeable for Lock Up Securities in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the case of clause (D), that such issuances shall not be greater than 10% of the total outstanding shares of the Company immediately following the initial closing hereunder and the recipients of such Lock Up Securities agree to be bound by a security either (xlockup letter in the form executed by directors, officers and shareholders pursuant to Section 7(i) outstanding hereof. The Lock-Up Period will commence on the date hereof and referred continue for 90 days after the date hereof or until such earlier date that the Representative consents to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Aquinox Pharmaceuticals, Inc), Underwriting Agreement (Aquinox Pharmaceuticals, Inc)
Restriction on Sale of Securities. During a period of 60 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Underwriters, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred options to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any purchase shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans upon the vesting of the Company referred to restricted stock awards, in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to each case disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (C) the foregoinggrant of awards pursuant to employee benefit plans or arrangements described in the Registration Statement, if the General Disclosure Package and the Prospectus, (1D) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, to be registered pursuant to any registration statement on Form S-8 pursuant to employee benefit plans or arrangements described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6045-day restricted period, as such restricted period may be extended pursuant to the Company announces that it will issue an earnings release next succeeding sentence, and the establishment of such plan does not require or becomes aware that material news otherwise result in any public filing or a material event will occur other public announcement of such plan during the 16-day such restricted period beginning on the last day of the 60-day restricted period(as extended), the restrictions imposed in this section (3)(iF) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of shares of Common Stock in connection with the earnings release acquisition by the Company or the occurrence any of its subsidiaries of the material news securities, business, property or material eventother assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (G) the issuance of shares of Common Stock, unless Deutsche Bank waivesof restricted stock awards or of options to purchase shares of Common Stock, in writingeach case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (F) and (G), the aggregate number of restricted stock awards and shares of Common Stock issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such extension.acquisitions and other transactions does not exceed 10% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and the recipient of the shares of Common Stock agrees in writing to be bound by the same terms described in the agreement attached hereto as Exhibit B.
Appears in 2 contracts
Samples: Underwriting Agreement (Pinnacle Foods Inc.), Underwriting Agreement (Pinnacle Foods Inc.)
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Underwriters, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred options to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any purchase shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans upon the vesting of the Company referred to restricted stock awards, in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to each case disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (C) the foregoinggrant of awards pursuant to employee benefit plans or arrangements described in the Registration Statement, if the General Disclosure Package and the Prospectus, (1D) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, to be registered pursuant to any registration statement on Form S-8 pursuant to employee benefit plans or arrangements described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, as such restricted period may be extended pursuant to the Company announces that it will issue an earnings release next succeeding sentence, and the establishment of such plan does not require or becomes aware that material news otherwise result in any public filing or a material event will occur other public announcement of such plan during the 16-day such restricted period beginning on the last day of the 60-day restricted period(as extended), the restrictions imposed in this section (3)(iF) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of shares of Common Stock in connection with the earnings release acquisition by the Company or the occurrence any of its subsidiaries of the material news securities, business, property or material eventother assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (G) the issuance of shares of Common Stock, unless Deutsche Bank waivesof restricted stock awards or of options to purchase shares of Common Stock, in writingeach case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (F) and (G), the aggregate number of restricted stock awards and shares of Common Stock issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such extension.acquisitions and other transactions does not exceed 10% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and the recipient of the shares of Common Stock agrees in writing to be bound by the same terms described in the agreement attached hereto as Exhibit B.
Appears in 2 contracts
Samples: Underwriting Agreement (Pinnacle Foods Inc.), Underwriting Agreement (Pinnacle Foods Inc.)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the registration and sale of Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowany registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred plan, and any registration related thereto, or (E) any shares of Common Stock issued to directors in the Registration Statementlieu of directors' fees, the General Disclosure Package and the Prospectusany registration related thereto. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 60such 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 60such 90-day restricted period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day day-period beginning on the last day of the 60such 90-day restricted period, the restrictions imposed in by this section (3)(i) letter shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (iA) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiB) 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 Common Stock, whether any such swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A1) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B2) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C3) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D4) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (5) the filing of any registration statement on Form S-8, or (6) the entry into an agreement providing for the issuance of Common Stock or any securities convertible into or exercisable for Common Stock, and the issuance of any such securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares issued or issuable pursuant to this clause (6) does not exceed [insert 10% of outstanding stock] shares (of which issuances in connection with employee benefit plans assumed by the Company in connection with such acquisitions constitute in the aggregate no more than [insert 5% of outstanding stock] shares) of Common Stock and prior to such issuance each recipient of any such securities shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1x) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(iix) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)
Restriction on Sale of Securities. During a Except as set forth in this Agreement, during the period of 60 days from beginning on and including the date of this Agreement through and including the Prospectusdate that is the 60th day after the date of this Agreement (such period, as the same may be extended pursuant to the provisions set forth in the next sentence, is hereinafter called the “Lock-Up Period”), the Company Partnership Entities will not, without the prior written consent of Deutsche BankBarclays Capital Inc., (i) directly or indirectly:
(1) issue, 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 purchase, lend or otherwise transfer or dispose of any shares of Common Stock Units or any securities convertible into or exercisable or exchangeable for Common Stock Units, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 3(j) for the remaining term of the Lock-Up Period;
(2) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Units or any securities convertible into or exercisable or exchangeable for any Common Units (other than (i) any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement), (ii) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the QRE GP, LLC Long-Term Incentive Plan (the “LTIP”), (iii) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 3(j)(1), (iv) any registration statement filed to register the resale of the foregoing Common Units into which the Class C Convertible Preferred Units may be converted or (iiv) any registration statement on Form S-3; or
(3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common StockUnits or any securities convertible into or exercisable or exchangeable for any Common Units, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Stock or such Units, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (QR Energy, LP), Underwriting Agreement (QR Energy, LP)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the CIBER Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Underwriter, (i) directly or indirectly, 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 any shares of CIBER Common Stock or any securities convertible into or exercisable or exchangeable for shares of CIBER Common Stock or file 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, any of the economic consequence consequences of ownership of the any CIBER Common Stock, whether or not any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of CIBER Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) CIBER Common Stock deliverable upon payment and discharge of the 1933 Act RegulationsSecurities, (B) any shares of CIBER Common Stock issued or options to purchase CIBER Common Stock granted pursuant to existing employee or director benefit plans of the Company referred to in the CIBER Prospectus, or any shares of CIBER Common Stock issued upon exercise of options granted pursuant to any such plan, (C) any shares of CIBER Common Stock issued by the Company upon the exercise of an option (other than an option referred to in clause (B) above) or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package CIBER Prospectus and the Prospectus or (yD) issued pursuant to clause (C) below, (C) any shares of CIBER Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of CIBER Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in connection with business combinations, provided that the number of shares so issued, together with the number of shares issuable upon the exercise of the options so issued, does not exceed in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.aggregate 3.5
Appears in 2 contracts
Samples: Registration Agreement (Ciber Inc), Registration Agreement (Merrill Lynch & Co Inc)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) securities equal to up to 7.5% of the Company’s outstanding shares issued by the Company in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to any plan assumed by the Company in connection with such acquisition, (F) securities equal to up to 7.5% of the Company’s outstanding shares issued by the Company in connection with joint ventures, commercial relationships or other strategic transactions, or (G) the filing of a registration statement on Form S-8; provided however, that securities issued by the Company pursuant to clause (E) and (F) shall be subject to the restrictions set forth in this Section 3(i). Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (E2open Inc)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives directly or indirectly, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to generally in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to clause (C) belowthe foregoing, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to generally in the Registration Statement, the General Disclosure Package and the Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, or (E) any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions; provided that no more than an aggregate of 10% of the number of shares of Common Stock outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; provided further, that the Representatives receive a signed lock up agreement in substantially the form of Exhibit C hereto for the balance of the 90-day restricted period (including any 18-day extension thereof as provided for in this clause (i)) from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act. Notwithstanding the foregoing, if (1) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6090-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6090-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence announcement of the material news or material event, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)
Restriction on Sale of Securities. During a period of 60 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Underwriters, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise or vesting of an option or warrant or any other equity-based security or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or Stock, options to purchase Common Stock granted Stock, warrants or other equity-based securities issued pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoingfiling of a registration statement on Form S-8 or other appropriate forms, if and any amendments thereto, as required by the 1933 Act, relating to the Common Stock or other equity-based securities issuable pursuant to the Company’s equity or other incentive plans or employee stock purchase plans, (F) shares of Common Stock issued in connection with mergers or acquisitions of businesses, entities, property or other assets, (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto) or pursuant to any employee benefit plan assumed by the Company in connection with any such merger or acquisition, (G) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions, partnerships with experts or other talent to develop or provide content, equipment leasing arrangements or debt financing; provided that, in the case of clauses (F) and (G), (1) during the last 17 days aggregate number of restricted stock awards or shares of Common Stock, as applicable, issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such transactions does not exceed 10% of the 60aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and (2) the recipient of any such restricted stock awards, shares of Common Stock, options or other securities shall execute and deliver to the Underwriters an agreement substantially in the form of Exhibit A hereto for the period from date of such agreement until the end of the 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs provided for in this Section 3(i) or (2H) prior the establishment of a trading plan pursuant to Rule 10b5-1 under the expiration 1934 Act on or after the date hereof, provided that such plan does not provide for the transfer of shares of Common Stock during the 6045-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 45-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 2 contracts
Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)
Restriction on Sale of Securities. During Except as otherwise contemplated by the Offering Memorandum or the Transaction Documents, during a period of 60 90 days from the date of the ProspectusFinal Offering Memorandum (the “Lock-up Period”), the Company will not, without the prior written consent of Deutsche BankMxxxxxx Lxxxx, (i) directly or indirectly, offer, pledge, sell, announce the intention to 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 for the sale of, lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock Stock, or file 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 consequences of ownership of the Common Stock, or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock, whether any such swap or transaction described in clause (i) above or this clause (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities shares of Common Stock to be sold hereunderissued upon conversion of the Securities, including(B) shares of Common Stock to be issued upon conversion of the Company’s outstanding zero coupon convertible notes due 2033, if applicable(C) the OTC Convertible Note Hedge and the OTC Warrant Transaction and any transactions in the Company’s securities contemplated thereby, (D) the Company’s issuance of stock options and stock units to the Company’s directors and employees pursuant to any existing employee benefit plans or director compensation plans of the Company, (E) the Company’s issuance of shares of Common Stock to directors and employees of the Company upon the exercise of options outstanding on the date hereof or the conversion of stock units outstanding on the date hereof under existing employee benefit plans or director compensation plans of the Company, (F) securities issued or to be issued by the Company in connection with a merger, acquisition or other business combination, provided that the recipients of such sale hereunder by securities shall enter into lock-up agreements for the balance of the Lock-up Period, (G) the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any on Form S-8 to register shares of Common Stock to be issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) under any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans or director compensation plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DH) any the filing of a registration statement on From S-4 to register shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionStock.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the (A) the Securities to be sold hereunder, including, if applicable, such (B) the issuance and sale hereunder of Class A common stock by the filing Company to GSK contemporaneous with the Closing, (C) any shares of a registration statement Common Stock issued pursuant to outstanding options or other rights under Rule 462(bthe Company's existing stock option plans or other employee benefit plans, in each case as described in the Prospectus (D) any options to purchase shares of Common Stock granted under the Company's existing stock option plans or other employee benefit plans, in each case as described in the Prospectus; provided that such options shall not be vested and exercisable prior to the expiration of the 1933 Act Regulationslock-up period as described in Exhibit C hereto, (BE) any shares of Common Stock issued by the Company upon the exercise of an any other option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (CF) any shares of Common Stock issued or options to purchase Common Stock granted by the Company pursuant to existing employee benefit plans of the Company referred to Company's Employee Stock Purchase Plan as described in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Samples: Purchase Agreement (Theravance Inc)
Restriction on Sale of Securities. During a period of 60 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representative, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to to: (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, ; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, Prospectus; (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statementgranted, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan as referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days pursuant to existing employee benefit or equity compensation plans of the 60Company; (D) any shares of Common Stock issued, as referred to in the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to any non-day restricted period employee director stock plan; (E) any shares of Common Stock transferred in order to comply with the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration ownership limitations set forth in Article VI of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section Company’s charter; (3)(iF) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of shares of Common Stock and OP Units as consideration for property acquisitions, including but not limited to such issuances at the earnings release or the occurrence effective time of the material news pending mergers with AFCo and American Farmland Company L.P.; or material event, unless Deutsche Bank waives, (G) the issuance of shares of Common Stock upon redemption of OP Units in writing, such extensionaccordance with the Partnership Agreement.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from after the date of listing of the ProspectusCommon Stock for trading on a national securities exchange (the “Restricted Period”), the Company will not, will not cause any direct or indirect affiliate controlled by the Company to, and will not publicly disclose an intention to, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or OP Units or any securities convertible into or exercisable or exchangeable for Common Stock or OP Units (including, for the avoidance of doubt, shares of Class I common stock, par value $0.01 per share, of the Company (“Class I Common Stock”) and shares of Class T common stock, par value $0.01 per share, of the Company (“Class T Common Stock”) (collectively, the “Lock-Up Securities”)), or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, except as otherwise permitted in this Agreement, 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 Common StockLock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Stock, OP Units or such other securities, in cash or otherwise. The foregoing sentence Company further covenants with each Underwriter that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not approve the conversion of any shares of Class T Common Stock and Class I Common Stock into shares of Common Stock before the six-month anniversary of the listing of the Common Stock on a national securities exchange. The restrictions contained in the preceding paragraph shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security either (xincluding OP Units and restricted stock units) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoingfiling of a registration statement or amendment thereto relating to any dividend reinvestment plan, employee benefit plan, qualified stock option plan or other employee compensation plan of the Company and/or the Operating Partnership referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (F) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the 1934 Act, if (1) any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the last 17 days Restricted Period, or (G) any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (including OP Units and restricted stock units), in the aggregate not to exceed [10]% of the 60-day restricted period total number of shares of Common Stock issued and outstanding immediately following the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration completion of the 60transactions contemplated by this Agreement (assuming full conversion, exchange or exercise of all outstanding securities convertible into or exercisable or exchangeable for shares of Common Stock (including OP Units and restricted stock units)), issued in connection with property acquisitions, mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions, provided that the recipient of such shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock shall be required to execute a lock-day restricted period, up agreement in substantially the Company announces form attached as Exhibit D hereto that it will issue an earnings release or becomes aware that material news or a material event will occur during apply for the 16-day period beginning on the last day duration of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionRestricted Period.
Appears in 1 contract
Samples: Underwriting Agreement (American Healthcare REIT, Inc.)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares grants of stock options, restricted stock, notional units or other equity securities to employees, directors or contractors pursuant to the terms of any plan in effect as of the Closing Time, issuances of Common Stock issued or options to purchase Common Stock granted pursuant to existing the exercise of such options or the exercise of any other employee benefit plans of stock options or units outstanding on the Company referred to in the Registration Statementdate hereof, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and (E) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (B), (C) and (D). Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of Deutsche BankKeefe Bruyette, directly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sellcontrxxx xo xxxx, sell xell 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) 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 of ownership of the Common Stock, whether any such swap swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectus or incorporated by reference therein, the General Disclosure Package and the Prospectus or (D) any shares transfer, sale or other disposition with the prior written consent of Common Stock issued pursuant Keefe Bruyette. Keefe Bruyette agrees, for the benefit of the other Rexxxxxnxxxxxxx, ix xxxlxxxxxx, not to any nonprovide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2711(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-employee director stock plan or dividend reinvestment plan referred up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Registration Statement, the General Disclosure Package and the ProspectusRepresentatives. Notwithstanding the foregoing, if in the event that either (1i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last 17 days day of the 60-Restricted Period and ends on the last day restricted period of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2ii) prior to the expiration of the 60-day restricted periodRestricted Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60-day restricted periodRestricted Period, the restrictions imposed in this section (3)(i) shall set forth herein will continue to apply until the expiration of the 18-day period beginning on date that is 15 calendar days plus three (3) business days after the date of the issuance of on which the earnings release is issued or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionevent related to the Company occurs.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 ninety (90) days from the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, and will cause its directors and executive officers, except for Xxx X. Xxxxx and Xxxxxx X. Xxxxxxx, to enter into letter agreements in form and substance satisfactory to the Representatives and counsel for the Underwriters committing that they will not, without the prior written consent of Deutsche BankXxxxxxx Rice, (i) directly or indirectly, 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 purchase, or otherwise transfer or dispose of any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or file any registration statement under the 1933 Act with respect to any of the foregoing 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing under the current employee benefit plans of the Company, (C) the issuance by the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any of shares of Common Stock issued pursuant to any non-employee director stock plan in exchange for or dividend reinvestment plan referred to upon conversion of outstanding securities of the Company that are described in the Registration StatementStatement or the Prospectus in accordance with their terms, (D) the General Disclosure Package and issuance of shares of capital stock of the ProspectusCompany in connection with acquisitions made in the ordinary course of business or (E) the filing with the Commission of a universal shelf registration statement on Form S-3 covering the registration of $350,000,000 of the Company's securities under the 1933 Act. Notwithstanding the foregoing, if (1) during the last 17 eighteen (18) days of the 60-day restricted period Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, Restricted Period the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60-day restricted periodRestricted Period, the restrictions imposed in by this section (3)(iSection 3(i) shall continue to apply until the expiration of the 1819-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionrelease.
Appears in 1 contract
Samples: Underwriting Agreement (Superior Energy Services Inc)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives (which consent may be withheld at the sole discretion of the Representatives), (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option option, or contract contract, to purchase, purchase any option option, or contract contract, to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock, including Common Stock issued in exchange for any Grant Units pursuant to that certain Second Amended and Restated Operating Agreement of BKFS Operating LLC (the “LLC Operating Agreement”), as may be amended from time to time, Grant Units or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Securities Act with respect to to, any of the foregoing foregoing, or publicly announce the intention to enter into any such offer, pledge, sale, contract, option, right, warrant or other transfer or disposition or to file such registration statement, 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities Shares to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the conversion, exchange or exercise of an option securities convertible into or warrant exchangeable or the conversion of a security either (x) exercisable for Common Stock, which securities are outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowhereof, (C) transfers of Grant Units in exchange for cash or Common Stock pursuant to the LLC Operating Agreement, provided that any Common Stock exchanged therefor shall be subject to the restrictions contained in this Agreement for the remainder of the 180-day restricted period, (D) the grant of equity incentives pursuant to plans in effect as of the Closing Date, (E) the filing of any registration statement on Form S-8 (or amendment thereto) and (F) the issuance of shares of Common Stock issued or options as consideration in acquisitions up to purchase a maximum of 10% of the outstanding Common Stock granted pursuant to existing employee benefit plans as of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusClosing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in by this section (3)(i) Agreement shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. For the avoidance of doubt, unless Deutsche Bank waivesthis Section 4(i) does not prohibit the Company from effecting any purchases of Common Stock. If the Representatives, in writingtheir sole discretion, such extensionagree to release or waive the restrictions set forth in Section 5(a) or in a lock-up letter described in Section 6(d) for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.
Appears in 1 contract
Samples: Underwriting Agreement (Black Knight Financial Services, Inc.)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusOffering Memorandum, the Company will not, without the prior written consent of Deutsche Bankdirectly or indirectly, (i) directly or indirectly, offer, pledgeissue, sell, contract to sell, sell any option offer or contract to purchase, purchase any option or contract agree to sell, grant any optionoption for the sale of, right or warrant to purchase or otherwise transfer dispose of, any securities that are substantially similar to the Notes or dispose of any shares of Common Stock issuable upon the conversion thereof or any securities that are convertible into or exercisable exchangeable for, or exchangeable for Common Stock otherwise represent a right to acquire, any such securities, except pursuant to this Agreement or file any registration statement under the 1933 Act with respect to any prior written consent of the foregoing Placement Agent, 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 consequences of ownership of the Common StockSecurities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to ; provided, however, that the Company may, without such consent, (Ai) issue Common Stock in connection with acquisitions so long as the Securities recipients thereof agree to be sold hereunderbound in writing to a "lock-up" agreement for the remainder of such 180 day period, including, if applicable, such sale hereunder by which agreement shall be substantively identical to the filing of a registration statement under Rule 462(bletter agreement referred to in Section 5(f) of the 1933 Act Regulationshereof, (Bii) any issue shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) pursuant to presently outstanding on the date hereof and referred to employee stock options described in the Registration Statement, the General Disclosure Package Offering Memorandum and the Prospectus or (yiii) issued pursuant grant options to clause (C) below, (C) any purchase up to 700,000 shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans the Company's Stock Option Plan so long as the recipients thereof who are officers and directors of the Company agree to be bound in writing to a "lock-up" agreement for the remainder of such 180 day period, which agreement shall be substantively identical to the letter agreement referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DSection 5(f) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectushereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted periodIn addition, the Company announces that it will issue an earnings release not waive, amend, supplement or becomes aware that material news or a material event will occur during otherwise modify the 16-day period beginning on agreements of Dougxxx Xxxxxx xxx Barrx Xxxxxxxxx xxxerred to in Note (7) to the last day table under the caption "Principal Shareholders" in the Offering Memorandum, without the prior written consent of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionPlacement Agent.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) issuances of Common Stock, options, warrants or other convertible or exchangeable securities relating to Common Stock, in connection with any merger, acquisition, business combination or other strategic or commercial relationship, to a third party or group of third parties, in an amount not to exceed 5% of the Company’s fully-diluted shares of Stock outstanding immediately after giving effect to the offering of the Firm Shares contemplated hereby, as consideration in connection with acquisitions by the Company or any of its subsidiaries; provided, however, that any Common Stock, options, warrants or other convertible or exchangeable securities relating to Common Stock issued in connection with any merger, acquisition, business combination or other strategic or commercial relationship, to a third party or group of third parties shall be subject to the 180-day lockup period as described in the first sentence of this Section 3(i). Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension. Nothing in this Section 3(h) shall prevent the Company from filing any registration statements on Form S-8 relating to employee benefit plans or on Form S-4 relating to corporate reorganizations or other transactions under Rule 145.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without (a) the prior written consent of Deutsche Banktwo out of the three Representatives (such waiving Representatives, the “Waiver Representatives” and the Representative that is not a Waiver Representative, the “Non-Waiver Representative”) and (b) having provided (1) notice to the Non-Waiver Representative at the same time a waiver request was provided to the Waiver Representatives and (2) notice when the Waiver Representatives granted such waiver to the Non-Waiver Representative (clauses (a) and (b) together the “Lock-Up Waiver Requirement”), (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options equity awards with respect to purchase shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoing, if (1) during the last 17 days filing of any registration statement on Form S-8 or a successor form thereto with respect to any employee benefit or equity incentive plans of the 60-day restricted period Company referred to in the Company issues an earnings release or material news or a material event relating to Registration Statement, the Company occurs General Disclosure Package and the Prospectus, or (2F) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i) the earnings release or the occurrence acquisition of the material news securities, business, property or material eventother assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, unless Deutsche Bank waives(ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as-converted or as-exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the issuance and sale of the Initial Securities at the Closing Time pursuant hereto; and provided, further, that each recipient of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute a lock-up agreement substantially in writing, such extensionthe form of Exhibit B hereto.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company and equity incentive plans adopted by the Company in connection with the public offering referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension. Nothing in this Section 3(i) shall prevent the Company from filing any registration statement on Form S-8 relating to employee benefit plans.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to any plan governed by Section 401(k) of the Internal Revenue Code relating to employees of Torrington assumed or entered in to by the Company pursuant to the Acquisition Agreement (and with respect to sales of any shares of Common Stock issued pursuant to any such plan, the Company shall be permitted to file a Registration Statement on Form S-8 under the 1933 Act), (D) any shares of Common Stock issued pursuant or options to purchase Common Stock granted in the ordinary course of business to any non-employee director pursuant to any existing stock or incentive plan or dividend reinvestment plan of the Company referred to or incorporated by reference in the Registration Statement, Prospectus or (E) the General Disclosure Package and shares of Common Stock issued to IR in accordance with the terms of the Acquisition Agreement as described in the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Samples: Purchase Agreement (Timken Co)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company and the Selling Shareholder will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file 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 Common StockADSs or Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock ADSs or such Ordinary Shares or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement Ordinary Shares to be sold under Rule 462(b) of the 1933 Act RegulationsPreferential Subscription Rights or under the Argentine Placement Agency Agreement, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock ADSs or Ordinary Shares issued or options to purchase Common Stock ADSs or Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) securities issued by the foregoingCompany in connection with joint ventures, if commercial relationships or other strategic transactions provided that (1x) the aggregate number of shares issued pursuant to this clause (E) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto and (y) any such shares of Common Stock and securities issued pursuant to this clause (E) during the last 17 days of the 60180-day restricted period described above shall be subject to the restrictions described above for the remainder of such restricted period and the recipient of any such shares of Common Stock or other securities shall enter into an agreement substantially in the form of Exhibit B attached hereto; or (F) the filing by the Company issues an earnings release or material news or of a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning registration statement on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionForm S-8.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 75 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx and Goldman, Sachs, (i) directly or indirectly, 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 purchase, lend or otherwise transfer or dispose of or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (CB) any shares of Common Stock issued or issued, options to purchase Common Stock granted or other awards issued pursuant to existing employee benefit equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (DC) any shares of Common Stock issued pursuant in connection with any mergers or acquisitions, joint ventures or strategic alliances with another company in an aggregate amount not to exceed 5% of the number of shares of Common Stock issued and outstanding on the date of this Agreement (provided that the recipient of such shares of Common Stock agrees to be bound in writing by an agreement of the same duration and terms as set forth in this Section 3(i)), or (D) any non-employee director stock plan registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (A) or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus(B). Notwithstanding the foregoing, if (1) during the last 17 days of the 6075-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 6075-day restricted period, the Company announces that it will issue an release earnings release results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6075-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Deutsche Bank waivesXxxxxxx Xxxxx and Xxxxxxx, Xxxxx waive, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Restoration Hardware Holdings Inc)
Restriction on Sale of Securities. (i) During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Underwriter directly or indirectly, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to generally in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to clause (C) belowthe foregoing, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to generally in the Registration Statement, the General Disclosure Package and the Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, or (E) any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions; provided that no more than an aggregate of 10% of the number of shares of Common Stock outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; provided further, that the Underwriter receive a signed lock up agreement in substantially the form of this Section 3(g)(i) for the balance of the 60-day restricted period (including any 18-day extension thereof as provided for in Section 3(g)(iii)) from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act.
(ii) During the period beginning on the date hereof and ending on the date that is 60 days from the date of the Prospectus (subject to extensions as discussed below), the Selling Shareholders agree that they will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to xxxxxxxx, xxxxxxxx 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 the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the 1933 Act, 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 Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the Selling Shareholders may transfer the Lock-Up Securities without the prior written consent of the Underwriter, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Commission on Form 4 in accordance with Section 16 of the 1934 Act and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
(i) as a bona fide gift or gifts or by will or intestacy; or
(ii) to the immediate family of the undersigned or to any trust, partnership or limited liability company for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or
(iii) as a distribution to limited partners, members or stockholders of the undersigned; or
(iv) as a transfer to a nominee or custodian of a person or entity to whom a disposition or transfer would be permitted under this lock-up agreement; or
(v) as a transfer to the Company to cover the full or partial withholding obligations upon the vesting of restricted stock units and other equity-based compensation granted to the undersigned pursuant to any employee stock option plan existing on the date of this agreement; or
(vi) as a transfer to the Company in connection with the exercise of equity awards, in order to pay the exercise price thereof or the full or partial tax withholding obligations in connection therewith; or
(vii) to the Company, pursuant to any right or obligation of the Company to repurchase shares from the undersigned; or
(viii) to the undersigned’s affiliates, including, without limitation, to the undersigned’s direct and indirect stockholders, members and partners and the undersigned’s direct and indirect subsidiaries, or to any investment fund or other entity controlled or managed by, or under the common control or management with, the undersigned. The Selling Shareholders agree that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 60-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 60-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired.
(iii) Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section clause (3)(ii) and (ii) above shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence announcement of the material news or material event, unless Deutsche Bank the Underwriter waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Sachs, (i) directly or indirectly, offer(A) offer for sale, sell, 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 (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than the securities, Common Stock and shares issued pursuant to employee incentive, retirement, deferred compensation or file any registration statement under other benefit plans, qualified stock option plans or other employee compensation plans existing on the 1933 Act date hereof), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the foregoing or grant of options pursuant to option plans existing on the date hereof), (iiB) enter into any swap or any other agreement or any derivatives transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence benefits or risks of ownership of the such shares of Common Stock, whether any such swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (C) file, confidentially submit or cause to be confidentially submitted or filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives, on behalf of the Underwriters, and to cause each of the officers and directors of the Company set forth on Schedule C hereto to furnish to the Representatives a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The foregoing sentence shall not apply to (Ai) the Securities to be sold hereunder, including(ii) the Mandatory Convertible Preferred Stock offered in the Mandatory Convertible Preferred Stock Offering, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b(iii) shares of the 1933 Act RegulationsCommon Stock issuable upon conversion of the Mandatory Convertible Preferred Stock, (Biv) any shares of the Common Stock issuable as dividends on the Mandatory Convertible Preferred Stock or the Series A Convertible Preferred Stock, (v) issuances of shares of the Company’s Common Stock to existing security holders upon conversion of the Company’s Liquid Yield Option Notes due 2021 or the Series A Convertible Preferred Stock, (vi) securities, including common stock or securities convertible into or exercisable or exchangeable for common stock, issued by subsidiaries of the Company, and (vii) the issuance of shares of Common Stock issued in connection with the acquisition by the Company upon or any of its subsidiaries of the exercise securities, business, property or other assets of an option another person or warrant business entity or pursuant to any employee benefit plan assumed by the conversion Company in connection with any such acquisition, or (viii) the issuance of a security either (x) outstanding on the date hereof and referred shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the Registration Statementcase of immediately preceding clauses (vii) and (viii), the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any aggregate number of shares of Common Stock and restricted stock awards issued in connection with, or options to purchase Common Stock granted issuable pursuant to existing employee benefit plans the exercise of any options issued in connection with, all such acquisitions and other transactions does not exceed 5% of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any aggregate number of shares of Common Stock issued outstanding immediately following the offering of the Shares pursuant to any non-employee director stock plan this Agreement and the recipients of the shares of Common Stock or dividend reinvestment plan referred Securities agrees in writing to be bound by the same terms described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.agreement attached hereto as Exhibit A.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of Deutsche BankCiti and JPM, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by (including the filing of a registration statement under Rule 462(b) of the 1933 Act RegulationsRepurchase Securities), (B) any shares of Common Stock issued by the Company upon the exercise of an option option, warrant, or warrant vesting of any restricted stock units, or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued issued, options to purchase shares of Common Stock granted, or restricted stock units covering shares of Common Stock granted pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoingfiling by the Company of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, if the General Disclosure Package and the Prospectus, or (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or other securities issued in connection with any (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or merger, (2) acquisition of securities, businesses, properties or other assets, (3) joint venture or (4) strategic alliance or relationship; provided, that the aggregate number of shares issued pursuant to this clause (F) shall not exceed 10.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Securities; provided further that the recipient of any such shares of Common Stock or securities issued pursuant to clauses (B), (C), (D) and (F) during the Restricted Period shall execute and deliver to the Representatives, on or prior to the expiration issuance of such securities, a lock-up agreement substantially in the 60-day restricted periodform set forth in Exhibit A hereto. For the avoidance of doubt and notwithstanding anything herein to the contrary, nothing in this Section 3(h) shall preclude the Company announces from establishing an issuer trading plan pursuant to Rule 10b5-1 under the Exchange Act for the repurchase of shares of Common Stock, provided that it will issue an earnings release no repurchases or becomes aware that material news or a material event will occur other trades under such plan are made during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionRestricted Period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by (including the filing of a registration statement under Rule 462(b) issuance of the 1933 Act RegulationsWarrants and Warrant Shares), (B) any shares of Common Stock issued by the Company upon the exercise (including any net exercise or exercise by delivery of already-owned shares of Common Stock) of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to any non-employee director stock compensation plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoing, if filing by the Company of a registration statement with the Commission on Form S-8 or a successor form thereto with respect to the registration of securities to be offered under any plans or programs referred to in clauses (C) and (D) above and (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or other securities issued in connection with any (1) merger, (2) acquisition of securities, businesses, properties or other assets, (3) joint venture or (4) strategic alliance or relationship; provided, that the aggregate number of shares issued pursuant to this clause (F) shall not exceed 10.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Securities; provided further that the recipient of any such shares of Common Stock or securities issued pursuant to clauses (B), (C), (D) and (F) during the last 17 days of the 60-day restricted period shall enter into an agreement substantially in the Company issues an earnings release or material news or a material event relating form of Exhibit A hereto with respect to the Company occurs or (2and not in excess of) prior to the expiration of the 60-day restricted periodperiod and only if such recipient did not previously enter into such an agreement with the Representatives. Notwithstanding the foregoing, the Company announces may effect sales pursuant to the Sales Agreement, by and among the Company, SVB Securities and Cantor Xxxxxxxxxx & Co, dated March 25, 2021, provided that it will issue an earnings release or becomes aware that material news or (i) the Company notifies the Representatives prior to effecting any sales and (ii) no sales shall be made for a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on 30 days from the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionProspectus.
Appears in 1 contract
Samples: Underwriting Agreement (89bio, Inc.)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankMerrxxx Xxxcx, (ix) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company Company, (D) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to an option plan adopted in connection with the S&W acquisition or pursuant to a proposed 2000 stock option plan, in either event such options not to exceed an aggregate of 1,000,000 shares (which shares shall not be issued prior to the expiration of the 90-day lock-up period referred to in the Registration Statement, the General Disclosure Package and the Prospectus above) or (DE) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionplan.
Appears in 1 contract
Samples: Purchase Agreement (Shaw Group Inc)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or restricted stock units, options to purchase Common Stock or other equity awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the filing of any registration statement on Form S-8 with respect to Common Stock issued or issuable under any employee benefit plan or non-employee director stock plan referred to in the Registration Statement. Notwithstanding the foregoing, if (1) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6090-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6090-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) shares of Common Stock or other securities issued by the foregoingCompany in connection with joint ventures, if commercial relationships or other strategic transactions, provided that (1x) the aggregate number of securities issued pursuant to this clause (E) shall not exceed [•]% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the shares of Common Stock at the Closing Time pursuant hereto and (y) such securities issued pursuant to this clause (E) during the last 17 days of the 60180-day restricted period described above shall be subject to the restrictions described in Exhibit B for the remainder of such restricted period and the recipient of any such securities shall enter into an agreement substantially in the form of Exhibit B attached hereto or (F) the filing by the Company issues an earnings release or material news or of a material event relating to registration statement on Form S-8 covering the registration of securities issued under existing employee benefit plans of the Company occurs or (2) prior referred to in the expiration of the 60-day restricted periodRegistration Statement, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during General Disclosure Package and the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionProspectus.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankBofA and Jefferies, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) security, in each case, outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause Prospectus, (C) belowthe reacquisition or withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (CD) the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to compensatory equity-based plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing any non-employee director compensation plan or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DG) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (G) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto; and provided, further, that each recipient of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause agrees to be bound by the terms of the lock-up or shall execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding anything to the contrary herein, the Company shall cause an option holder who is not a holder of any shares of Common Stock issued pursuant to any nonexecute a lock-employee director stock plan or dividend reinvestment plan referred to up agreement in the Registration Statement, form of Exhibit A hereto at the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) time such holder exercises his or her option during the last 17 a period of 180 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on from the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionProspectus.
Appears in 1 contract
Samples: Underwriting Agreement (Tarsus Pharmaceuticals, Inc.)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred options to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any purchase shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans upon the vesting of the Company referred to restricted stock awards, in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to each case disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. , (C) the grant of awards pursuant to employee benefit plans or arrangements described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, to be registered pursuant to any registration statement on Form S-8 pursuant to employee benefit plans or arrangements described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the 90-day restricted period, as such restricted period may be extended pursuant to the next succeeding sentence, and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such restricted period (as extended), (F) the issuance of shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (G) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (F) and (G), the aggregate number of restricted stock awards and shares of Common Stock issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such acquisitions and other transactions does not exceed 10% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Securities pursuant to this Agreement and the recipient of the shares of Common Stock agrees in writing to be bound by the same terms described in the agreement attached hereto as Exhibit B. Notwithstanding the foregoing, if (1) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6090-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6090-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on (and including) the date of the issuance of the earnings release or the occurrence announcement of the material news or material event, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectushereof, the Company will not, without the prior written consent of Deutsche Bankthe Underwriters, (i) directly or indirectly, 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 any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file 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 Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities Rights and the Offered Shares to be issued and sold hereunder, including, if applicable, such sale hereunder by in the filing of a registration statement under Rule 462(b) of the 1933 Act RegulationsRights Offering, (B) any shares Shares or securities convertible into or exercisable or exchangeable for Shares offered or issued by the Company, the proceeds of Common Stock which are used to refinance outstanding amounts under the Bridge Loan Facility (as defined in the Rights Circular and the Pricing Prospectus), (C) any Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (CD) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus and the Prospectus or Prospectus, (DE) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus and the Prospectus. Notwithstanding , or (F) any Shares issued to the foregoing, if (1) during the last 17 days existing shareholders of the 60-day restricted period Company in exchange for such shareholders’ existing Shares pursuant to a corporate restructuring by the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionCompany.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Underwriter, (iA) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiB) 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 Common Stock, whether any such swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B1) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C2) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D3) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (4) the filing of any registration statement on Form S-8, or (5) the entry into an agreement providing for the issuance of Common Stock or any securities convertible into or exercisable for Common Stock, and the issuance of any such securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares issued or issuable pursuant to this clause (5) does not exceed 12,000,000 shares (of which issuances in connection with employee benefit plans assumed by the Company in connection with such acquisitions constitute in the aggregate no more than 6,000,000 shares) of Common Stock and prior to such issuance each recipient of any such securities shall execute and deliver to the Underwriter an agreement substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, if (1x) during the last 17 days of the 6045-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the 6045-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6045-day restricted period, the restrictions imposed in this section clause (3)(iix) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank the Underwriter waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During For a period of 60 days from after the date of the Prospectushereof, the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, take any of the following actions with respect to any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, Common Stock, or any securities convertible into or exchangeable or exercisable for any of its Offered Securities or Common Stock (“Lock-Up Securities”): (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 purchase, or otherwise transfer or dispose of of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, or file publicly disclose the intention to make any registration statement under the 1933 Act with respect to any of the foregoing offer, sale, pledge, disposition or filing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common StockStock or any such other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to , without the prior written consent of the Representative, other than (Aa) the Offered Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing or any shares of a registration statement under Rule 462(b) Common Stock issued upon conversion of the 1933 Act RegulationsOffered Securities, (Bb) any shares of Common Stock of the Company issued under the Company Stock Plans and employee stock-purchase plan, each as in effect as of the date hereof and described in the Offering Memorandum (or incorporated by reference therein), (c) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion warrants outstanding as of a security either (x) outstanding on the date hereof and referred to described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum (or (y) issued pursuant to clause (C) belowincorporated by reference therein), (Cd) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans upon conversion of the Company referred to in the Registration Statement, the General Disclosure Package Company’s 4.0% convertible notes due 2017 and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days outstanding as of the 60-day restricted period the Company issues date hereof and (e) shares having an earnings release or material news or a material event relating aggregate value of not more than $4.0 million to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue be issued as consideration for an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionacquisition.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, Neither the Company will notnor the Operating Partnership will, without the prior written consent of Deutsche Bank, (i) directly or indirectlythe Representatives, offer, pledge, sell, contract to sell, sell any option or contract to purchasepledge, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any shares transaction which is designed to, or would reasonably be expected to, result in the disposition of Common Stock (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any securities convertible into Affiliate of the Company or exercisable any person in privity with the Company or exchangeable for Common Stock any Affiliate of the Company), directly or file any indirectly, including the filing (or participation in the filing) of a registration statement under the 1933 Act (except for a registration statement on Form S-4 relating to an acquisition of a real property company or a registration statement on Form S-8 (including any amendments or supplements thereto) in connection 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery shares of Common Stock or such other securities, authorized for issuance pursuant to the terms of any plan in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) effect as of the 1933 Act Regulationsdate of the Prospectus) with the Commission in respect of, (B) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act, any shares of Common Stock issued by (other than the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration StatementSecurities), the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans limited partnership units of the Company referred to in the Registration StatementOperating Partnership, the General Disclosure Package and the Prospectus or (D) any shares securities convertible into, or exercisable, or exchangeable for, any of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during or publicly announce an intention to effect any such transaction, until 30 days after the last 17 days date of the 60-day restricted period Prospectus, provided, however, that the Company issues an earnings release may (i) grant stock options, restricted stock, restricted stock units or material news long-term incentive units in the Operating Partnership (“LTIP Units”) to employees, consultants or a material event relating directors pursuant to the Company occurs or (2) prior to the expiration terms of a plan in effect as of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day date of the 60-day Prospectus, (ii) issue Common Stock or Operating Partnership units, as applicable pursuant to: (A) the exercise, vesting, settlement, conversion or redemption, as applicable, of such options, restricted period, stock units and LTIP Units; (B) the restrictions imposed in this section (3)(i) shall continue to apply until the expiration redemption of the 18-day period beginning Units outstanding on the date of the issuance Prospectus, including Units issued upon conversion of LTIP Units outstanding on the date of the earnings release Prospectus; provided, that the Company will notify the Representatives promptly in writing upon receipt by the Company or the occurrence Operating Partnership of any notice of redemption with respect to such Units (other than with respect to the redemption of LTIP Units) or (C) the exercise, vesting, settlement, conversion or redemption, as applicable, of any stock options, restricted stock units or LTIP Units outstanding as of the material news date of the Prospectus, (iii) issue Common Stock pursuant to the Company’s dividend reinvestment plan (if any), (iv) issue Common Stock pursuant to the Company’s employee stock purchase plan (if any), (v) issue (x) Common Stock or material eventsecurities convertible into or exchangeable or exercisable for shares of Common Stock in connection with other acquisitions of real property or real property companies and (y) Common Stock upon conversion or exchange of any securities issued pursuant to (v)(x) above, unless Deutsche Bank waives(vi) file shelf registration statements (including any amendments or supplements thereto) in connection with existing contractual commitments, in writing, such extensionand (vii) issue shares of Common Stock upon the conversion of any of the Company’s perpetual preferred stock pursuant to a delisting change of control transaction.
Appears in 1 contract
Samples: Underwriting Agreement (Digital Realty Trust, L.P.)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) securities issued by the foregoingCompany in connection with joint ventures, if commercial relationships or other strategic transactions provided that (1x) the aggregate number of shares issued pursuant to this clause (E) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto and (y) any such shares of Common Stock and securities issued pursuant to this clause (E) during the last 17 days of the 6090-day restricted period described above shall be subject to the restrictions described above for the remainder of such restricted period and the recipient of any such shares of Common Stock or other securities shall enter into an agreement substantially in the form of Exhibit B attached hereto; or (F) the filing by the Company issues an earnings release or material news or of a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning registration statement on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionForm S-8.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued (including upon exercise of options) or options to purchase Common Stock or other equity awards covering Common Stock, in any case, granted pursuant to existing employee benefit plans, including any equity incentive plans and employee stock purchase plans, of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus as currently existing or to become effective in connection with the offering of the Securities, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (F) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 7.5% of the total number of shares of Common Stock issued and outstanding immediately following the issuance and sale of the Initial Securities at the Closing Time pursuant hereto; and provided, further, that each recipient of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating anything to the Company occurs or (2) prior to the expiration of the 60-day restricted periodcontrary herein, the Company announces that it will issue shall cause an earnings release option holder who is not a holder of any shares of Common Stock to execute a lock-up agreement in the form of Exhibit A hereto at the time such holder exercises his or becomes aware that material news or a material event will occur her option during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on 180 days from the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionProspectus.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i(i) or (ii(ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B1) any shares of Common Stock issued by the Company upon the exercise of an option or warrant warrant, the vesting or settlement of a restricted stock award or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C2) any shares of Common Stock issued or options to purchase Common Stock or restricted stock awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D3) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (4) any shares of Common Stock issued in connection with the foregoing, if (1) during acquisition by the last 17 days Company or any of its subsidiaries of the 60-day restricted period securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed by the Company issues an earnings release in connection with any such acquisition, (5) any shares of Common Stock issued or material news options to purchase shares of Common Stock or a material event relating to restricted stock awards granted in connection with joint ventures, commercial relationships or other strategic transactions, (6) the filing by the Company occurs of a registration statement on Form S-8 covering the registration of shares of Common Stock or (2) prior to the expiration other securities issued under existing employee benefit plans of the 60-day restricted periodCompany referred to in the Registration Statement, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during General Disclosure Package and the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionProspectus.
Appears in 1 contract
Samples: Underwriting Agreement (Victory Capital Holdings, Inc.)
Restriction on Sale of Securities. During For a period of 60 90 days after the date hereof, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of the Prospectusissue, any shares of common stock of the Company will notor securities convertible into or exchangeable or exercisable for shares of common stock of the Company, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Deutsche BankCredit Suisse, except (i) directly the Optional Securities, (ii) the issuance of shares of Class A common stock by the Company upon conversion of the Offered Securities, (iii) the exercise of employee stock options outstanding of the date hereof or indirectlythe exercise or conversion of options, warrants or convertible securities outstanding on the date hereof and (iv) the grant of additional employee stock options by the Company under plans existing and in effect on the date hereof or issuances of common stock of the Company pursuant to a “dividend or interest reinvestment plan” (as defined in Rule 405 under the Securities Act); provided, however, that the foregoing will not limit, prohibit or exclude the registration rights of the parties set forth in Section 1.2 (Piggy Back Registration Rights) of that certain Amended and Restated Stockholders Agreement, dated May 14, 2002, of the Company. The Company will not at any time 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 pledge or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 partof, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled exemption afforded by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(bSection 4(2) of the 1933 Securities Act Regulations, (B) any shares of Common Stock issued by to cease to be applicable to the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof offer and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans sale of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionSecurities.
Appears in 1 contract
Restriction on Sale of Securities. During a For the period of 60 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“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 to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (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 Common Stock, whether any such swap or transaction described in clause (i) meaning of Section 16 of the Exchange Act or (iiv) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) file with the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of Commission a registration statement under Rule 462(b) the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the 1933 Act RegulationsRepresentatives; provided, (B) any however, that the Company shall be permitted to issue an aggregate of 793,988 shares of Common Lock-Up Securities to certain of the current holders of share of its Class B common stock in exchange for their shares of Class B common stock in accordance with that certain Stock issued by Repurchase and Exchange Agreement, dated as of May 9, 2007, between the Company upon and the holders of Class B common stock listed on Schedule A thereto. The foregoing, however will not apply to grants of employee stock options pursuant to the terms of a plan in effect on the date hereof or issuances of Lock-Up Securities pursuant to the exercise of an option or warrant such options or the conversion exercise of a security either (x) any other employee stock options outstanding on the date hereof. The initial Lock-Up Period will commence on the date hereof and referred continue for 180 days after the date hereof or such earlier date that the Representatives consent to in the Registration Statementwriting; provided, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowhowever, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, that if (1) during the last 17 days of the 60initial Lock-day restricted period 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 expiration of the 60initial Lock-day restricted periodUp Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this section (3)(i) shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or file 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 Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) Notes to be issued pursuant to the Concurrent Convertible Notes Offering or the issuance of the 1933 Act Regulationsunderlying Ordinary Shares upon conversion of the Notes, (B) the issuance and sale of Ordinary Shares by the Company to Glaxo Group Limited (together with its affiliates, “GSK”) pursuant to GSK’s exercise of its pro rata rights following the end of each calendar quarter to purchase its pro rata portion of shares issued by the Company in the preceding quarter (other than the Securities, the Notes to be issued in the Concurrent Convertible Notes Offering and the Ordinary Shares to be issued upon conversion of such Notes), (C) any shares Ordinary Shares issued pursuant to outstanding options, restricted share units (“RSUs”) or other rights under the Company’s existing equity incentive plans, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any options to purchase Ordinary Shares, restricted share awards or RSUs granted under the Company’s equity incentive plans, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus or as may be subsequently amended or adopted; provided that such options, restricted share awards or RSUs shall not vest or become exercisable prior to the expiration of Common Stock the lock-up period as described in Exhibit B hereto, (E) any Ordinary Shares issued by the Company upon the exercise of an any other option or warrant warrant, settlement of an RSU or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (yF) any Ordinary Shares issued by the Company pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to Company’s Employee Share Purchase Plan as described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , or (G) any Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares issued in connection with any joint venture, marketing or distribution arrangement, collaboration agreement, intellectual property license agreement, co-development agreement, acquisition by the foregoingCompany or any of its subsidiaries of any business, if property or other assets (1whether by means of a merger, stock purchase, asset purchase or otherwise) or other strategic transaction, provided that (x) the aggregate number of Ordinary Shares (on an as-converted, as-exercised and as-exchanged basis) that the Company may issue or sell or agree to issue or sell pursuant to this clause (G) shall not exceed 5% of the total number of outstanding Ordinary Shares immediately following the completion of the transactions contemplated by this Agreement, (y) the recipient of any such Ordinary Shares or other securities issued or sold pursuant to this clause (G) during the last 17 days of the 6090-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B hereto and (z) the Company issues an earnings release or material news or a material event relating shall enter stop transfer instructions with the Company’s transfer agent and registrar with respect to such Ordinary Shares and other securities, which the Company occurs agrees it will not waive or (2) amend without the prior to the expiration written consent of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionRepresentatives.
Appears in 1 contract
Samples: Underwriting Agreement (Theravance Biopharma, Inc.)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract announce the intention to sell, issue, pledge, lend, grant any option, right or warrant to purchase for the sale of, or otherwise transfer or dispose of or transfer (each, collectively, a "SALE"), any shares of the Company's Common Stock Stock, or any depositary shares representing such Common Stock, or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock Stock, or file any depositary shares representing such Common Stock, whether now owned or hereafter acquired by the Company or with respect to which the Company has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the 1933 Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the "LOCK-UP SECURITIES") 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 consequences of ownership of the Common StockLock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence restriction shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) any Sale or Transfer of the 1933 Act RegulationsLock-Up Securities pursuant to this Agreement, (B) any shares issuance of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding employee stock options existing on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowhereof, (C) any shares issuance of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans upon the conversion of the Company referred to in Company's preferred shares outstanding as of the Registration Statementdate hereof, the General Disclosure Package and the Prospectus or (D) in connection with any acquisition of a company where Lock-Up Securities so disposed of are transferred to one or more persons or entities in exchange for the shares or assets of Common Stock issued the company being acquired, or (E) to any strategic or financial investor in the Company's capital stock; provided that in the cases of (B), (C), (D) and (E), any holder of Lock-up Securities who acquired such Lock-up Securities pursuant to the exceptions set forth under (B), (C), (D) and (E), as applicable, shall agree to be bound in writing by the terms of the restrictions in this Agreement with respect to the Lock-Up Securities during the remainder of the aforesaid 180-day period. The foregoing restriction is expressly agreed to preclude the Company from engaging in any nonhedging 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 Lock-employee director stock plan up Securities, even if such Lock-up Securities would be disposed of by someone other than the Company. Such prohibited hedging or dividend reinvestment plan referred 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 in any of the Registration StatementLock-up Securities or with respect to any security that includes, the General Disclosure Package and the Prospectusrelates to, or derives any significant part of its value from such securities. Notwithstanding any provision herein to the foregoingcontrary, however, if (1) during the last 17 days of the 60180-day restricted period lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 60180-day restricted lock-up period, the Company announces that it will issue an release earnings release results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted lock-up period, the restrictions imposed in by this section (3)(i) provision shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension. The Company hereby acknowledges and agrees that written notice of any extension of the 180-day lock-up period pursuant to the previous sentence will be delivered by the Representatives to the Company as further set forth in this Agreement and that any such notice properly delivered will be deemed to have been given to, and received by, the Company.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of Deutsche Bankdirectly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase short sale or otherwise transfer or dispose of of, any shares of Common Stock Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exercisable or into, exchangeable for or that represent the right to receive shares of Common Stock Stock, or file or cause to be filed any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or (ii) enter into engage in any swap hedging or any other agreement or any transaction that transfersis designed to or that reasonably could be expected to lead to or result in a sale or disposition of Common Stock even if such Common Stock would be disposed of by someone other than the Company, in whole including without limitation any short sale or in part, directly grant of any right (including without limitation any put or indirectly, the economic consequence of ownership of the Common Stock, whether call option) with respect to any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery shares of Common Stock or such other securitieswith respect to any security that includes, in cash relates to, or otherwisederives any significant part of its value from shares of Common Stock. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred or (E) any transfer, sale or other disposition with the prior written consent of Kxxxx, Bxxxxxxx & Wxxxx, Inc. (which consent may be withheld in its sole discretion), provided that Kxxxx, Bxxxxxxx & Wxxxx, Inc., for the benefit of each of the other Representatives, agrees not to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2711(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Registration Statement, the General Disclosure Package and the ProspectusRepresentatives. Notwithstanding the foregoing, if (1) during the period that begins on the date that is 15 calendar days plus 3 business days before the last 17 days day of the 60-Restricted Period and ends on the last day restricted period of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 60-day restricted periodRestricted Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60-day restricted periodRestricted Period, the restrictions imposed in by this section (3)(iSection 3(j) shall continue to apply until the expiration of the 18-day period beginning on date that is 15 calendar days plus 3 business days after the date of the issuance of on which the earnings release is issued or the occurrence of the material news or material eventevent relating to the Company occurs. The first sentence of this Section 3(j) shall not be deemed to prohibit the Company or any of its Subsidiaries from entering into an agreement providing for the issuance of shares of Common Stock as consideration for an acquisition or other business combination; provided that such shares of Common Stock shall not be issued or become issuable during the Restricted Period, unless Deutsche Bank waives, in writing, as such extensionperiod may be extended pursuant to the penultimate sentence of this Section 3(j).
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company and each Selling Shareholder will not, without the prior written consent of Deutsche Bankeach Underwriter, (i) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder any shares of Class A common stock issued by the filing of a registration statement under Rule 462(b) Company upon conversion of the 1933 Act Regulations, Series A convertible preferred stock; (B) any shares of Common Stock issued upon by the Company the reclassification of the Class A common stock and Class B common stock contemplated by the Prospectus; (C) any shares of Common Stock issued by the Company upon under the exercise of an option Company’s employee stock, bonus or warrant compensation plans, or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted or other awards made under pursuant to existing employee benefit those plans of the Company referred (including, without limitation, options issued pursuant to in the Registration Statement, the General Disclosure Package and the Prospectus or any stock option exchange offer); (D) the Company’s filing of one or more registration statements on Form S-8 covering the offer and sale of securities issuable under the plans described in clause (C); (E) any warrants to purchase Common Stock issued under the Company’s agent incentive plan; (F) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to of the agreements described in the Registration StatementProspectus, (G) the General Disclosure Package and rescission offer transactions to be conducted by the Company as contemplated by the Prospectus, (H) the issuance by the Company of shares of Common Stock in connection with acquisitions of other companies up to an aggregate amount equal to 10% of the Company’s fully-diluted Common Stock (measured as of the Closing Date and calculated in the manner that the Company will calculate its fully-diluted common stock in connection with the preparation of its consolidated financial statements to be filed with the SEC), provided that each recipient of such shares of Common Stock agrees in writing to be subject to the restrictions described above in this Section 3(j) or (I) with respect to the Selling Shareholders, to the extent of the exceptions provided in the lock-up agreements signed by the Selling Shareholders as provided in Section 5(l)(i) hereof, in the form attached hereto as Exhibit B-1. Notwithstanding the foregoing, if if:
(1) during the last 17 days of the 60180-day restricted period lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs or occurs; or
(2) prior to the expiration of the 60180-day restricted lock-up period, the Company announces that it will issue an release earnings release results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted lock-up period, the restrictions imposed in by this section (3)(iSection 3(j) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Deutsche Bank Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx waives, in writing, such extension.
Appears in 1 contract
Samples: Purchase Agreement (Paetec Corp)
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankBofA and Xxxxx Xxxxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement or make a confidential submission 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant warrant, the settlement of a restricted stock unit or the conversion of a security either (x) security, in each case, outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause Prospectus, (C) belowthe reacquisition or withholding of all or a portion of shares of Common Stock subject to a stock award to satisfy a tax withholding obligation of the Company in connection with the vesting or exercise of such stock award or to satisfy the purchase price or exercise price of such stock award, (CD) the grant of compensatory equity-based awards, and/or the issuance of shares of Common Stock with respect thereto, made pursuant to compensatory equity-based plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing any non-employee director compensation plan or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus outstanding on the date hereof, (F) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DG) the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i) the acquisition of the securities, business, property or other assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (G) shall not exceed 7.5% of the total number of shares of Common Stock issued and outstanding immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto; and provided, further, that each recipient of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to any nonthis clause agrees to be bound by the terms of the lock-employee director stock plan up or dividend reinvestment plan referred to shall execute a lock-up agreement substantially in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days form of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionExhibit A hereto.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Securities 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (CB) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, (C) the filing of any Registration Statement on Form S-8 (or any successor form) and (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6090-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6090-day restricted period, the Representatives may extend, by written notice to the Company, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of Deutsche Bankthe Global Coordinator, (i) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by or under the filing of a registration statement under Rule 462(b) of the 1933 Act RegulationsU.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, Prospectuses or the General Disclosure Package and documents incorporated therein by reference (as of the Prospectus or (y) issued pursuant to clause (C) belowdate of the Prospectuses), (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectuses or the documents incorporated therein by reference (as of the date of the Prospectuses), the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred plan, (E) any securities issued as consideration for or to otherwise finance an acquisition of capital stock or assets of a business, provided that the recipient of any such securities agrees in -------- ---- writing to be bound by the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1restrictions set forth in this Section 3(j) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2F) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension[cover trust preferred securities and Series E Stock].
Appears in 1 contract
Samples: International Purchase Agreement (Federal Mogul Corp)
Restriction on Sale of Securities. During a For the period of 60 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, without the written consent of Leerink Xxxxx: (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or that represent the right to receive shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Stock, (ii) enter into any swap or any other agreement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file with the Commission a registration statement under the 1933 Act relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to take any such action. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunder, including, if applicable, such sale hereunder (b) the issuance by the filing Company of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to of which the Underwriters have been advised in writing or that is described in the Registration StatementGeneral Disclosure Package and the Prospectus, (c) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus; provided that, prior to the grant of any such stock options or other stock-based awards that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit A hereto, (d) the sale or issuance by the Company of, or entry into an agreement to sell or issue, shares of Common Stock (or options, warrants or convertible securities relating such shares of Common Stock) not to exceed 5% of the shares of Common Stock outstanding immediately after the closing of the Initial Securities in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions (whether by means of merger, stock purchase, asset purchase or otherwise), provided, (i) the closing price of a share of Common Stock as reported on the NASDAQ Global Market on the date immediately preceding the date of such sale, issuance or agreement shall not be less than the initial public offering price per share of the Securities and (ii) upon receipt of such securities, each recipient of such securities issued pursuant thereto shall execute, and be subject to the transfer restrictions contained in, the lock up agreement attached as Exhibit A hereto with respect to such issued securities, or (e) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus or to the Company’s “employees” (y) issued pursuant to clause (C) below, (C) any shares as that term is used in Form S-8). The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred such earlier date that Leerink Xxxxx consents to in the Registration Statement, the General Disclosure Package and the Prospectuswriting. Notwithstanding the foregoing, if (1A) during the last 17 days of the 60initial 180-day restricted period Lock-Up Period the Company issues an releases earnings release results or announces material news or a material event relating to the Company occurs occurs; or (2B) prior to the expiration of the 60initial 180-day restricted periodLock-Up Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 1615-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section (3)(i) Lock-Up Period shall be automatically extended and continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; provided, unless Deutsche Bank waivesthat such automatic extension shall not apply if the Company is an Emerging Growth Company. The Company shall promptly notify Leerink Xxxxx of any earnings release, in writing, such extensionnews or event that may give rise to an extension of the initial 180-day Lock-Up Period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of Deutsche Bankdirectly or indirectly, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase short sale or otherwise transfer or dispose of of, any shares of Common Stock Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exercisable or into, exchangeable for or that represent the right to receive shares of Common Stock Stock, or file or cause to be filed any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or (ii) enter into engage in any swap hedging or any other agreement or any transaction that transfersis designed to or that reasonably could be expected to lead to or result in a sale or disposition of Common Stock even if such Common Stock would be disposed of by someone other than the Company, in whole including without limitation any short sale or in part, directly grant of any right (including without limitation any put or indirectly, the economic consequence of ownership of the Common Stock, whether call option) with respect to any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery shares of Common Stock or such other securitieswith respect to any security that includes, in cash relates to, or otherwisederives any significant part of its value from shares of Common Stock. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred or (E) any transfer, sale or other disposition with the prior written consent of Keefe, Bruyette & Woods, Inc. (which consent may be withheld in its sole xxxxrexxxx), xrovxxxx that Keefe, Bruyette & Woods, Inc., for the benefit of each of the other Reprxxxxxatxxxx, xxreex xxx to provide such consent without providing notice to each Representative to permit compliance with applicable provisions of NASD Conduct Rule 2711(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Registration Statement, the General Disclosure Package and the ProspectusRepresentatives. Notwithstanding the foregoing, if (1) during the period that begins on the date that is 15 calendar days plus 3 business days before the last 17 days day of the 60-Restricted Period and ends on the last day restricted period of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the 60-day restricted periodRestricted Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60-day restricted periodRestricted Period, the restrictions imposed in by this section (3)(iSection 3(j) shall continue to apply until the expiration of the 18-day period beginning on date that is 15 calendar days plus 3 business days after the date of the issuance of on which the earnings release is issued or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionevent relating to the Company occurs.
Appears in 1 contract
Restriction on Sale of Securities. During a the period of beginning from the date hereof and continuing to and including the date 60 days from after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bank, not to (i) directly or indirectly, offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant to purchase short sale or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 partof, directly or indirectly, the economic consequence of ownership except as provided hereunder, any ADSs or any securities of the Common StockCompany that are substantially similar to the ADSs, whether including but not limited to any options or warrants to purchase ADSs or Underlying Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, ADSs or Underlying Shares or any such swap substantially similar securities (other than pursuant to employee stock option plans existing on, or transaction described in clause (i) upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), (ii) above is permit the Company’s transfer agent to be settled by delivery register any ordinary shares of Common Stock the Company other than the Underlying Shares in the name of the Depositary without the prior written consent of the Representatives, or such other securities(iii) permit the Depositary to issue any ADSs without the prior written consent of BofA Securities, in cash or otherwise. The Inc., Xxxxxxx Xxxxx (Asia) L.L.C. and X.X. Xxxxxx Securities LLC; provided, however, that the foregoing sentence restrictions shall not apply to (A) the Offered Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act RegulationsCompany, (B) any shares of Common Stock issued the issuance by the Company of Underlying Shares or ADSs upon the exercise of an option or warrant the vesting of a restricted share unit or other share award outstanding on the date hereof, or the conversion of a security either (x) outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the issuance of any ADSs upon conversion of the Company’s 4.00% convertible senior notes due 2026, 2.00% convertible senior notes due 2025 and referred 3.75% convertible senior notes due 2023, (D) the grant of options, restricted share units or other share awards to purchase ordinary shares under the Company’s share incentive plans existing as of the date hereof and described in the Registration Statement, the General Disclosure Package and the Pricing Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoing, if (1) during the last 17 days issuance of any shares or ADSs upon conversion of the 60-day restricted period Company’s 6.00% convertible senior notes due 2028, the Company issues issuance of convertible senior notes upon the exercise by PAG Asia to subscribe for an earnings release additional amount of up to US$50 million of convertible senior notes and the issuance of any shares or material news ADSs upon conversion of such notes, or a material event (F) the filing of any registration statement on SEC Form S-8 relating to the Company occurs or (2) prior to the expiration Company’s existing share plans disclosed as of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.hereof;
Appears in 1 contract
Samples: Underwriting Agreement (iQIYI, Inc.)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, neither the Company will notnor the Operating Partnership will, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including, without limitation, OP Units, or file any registration statement under the 1933 Act with respect to any of the foregoing (other than any registration on Form S-8, on Form S-4 in connection with acquisitions of real property or real property companies, on Form S-3 in connection with the Company’s dividend reinvestment or stock purchase plan, on Form S-3 in connection with a filing required pursuant to the Operating Partnership Agreement with respect to Common Stock that may be issued upon exchange of OP Units outstanding on the date hereof or amendments to an existing Form S-11 or Form S-3 relating to dealer warrants outstanding on the date hereof) (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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion conversion, redemption or exchange of a security either (x) outstanding on the date hereof and referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowincluding OP Units, (C) any shares of Common Stock Stock, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including long-term incentive units of the Operating Partnership in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred or stock purchase plan, (E) OP Units issued pursuant to the Operating Partnership’s private placement of TIC Interests in the Registration StatementCompany’s properties, (F) any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock in connection with acquisitions of real property or real property companies or (G) any shares of Common Stock sold by the General Disclosure Package and the ProspectusCompany’s transfer agent to eliminate fractional shares. Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an release earnings release results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(ij) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either or the settlement of restricted stock units (xincluding performance-based restricted stock units) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued (including upon exercise of options or upon the settlement of restricted stock units (including performance-based restricted units)), or other equity awards or options to purchase Common Stock or other equity awards covering Common Stock, in any case, granted pursuant to existing employee benefit plans, including any equity incentive plans and employee stock purchase plans, of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus as currently existing or to become effective in connection with the offering of the Securities, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoing, if (1) during filing of a registration statement on Form S-8 or any successor form thereto with respect to the last 17 days registration of securities to be offered under any employee benefit or equity incentive plans of the 60-day restricted period Company referred to in the Company issues an earnings release or material news or a material event relating to Registration Statement, the Company occurs General Disclosure Package and the Prospectus, or (2F) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with (i) the earnings release or the occurrence acquisition of the material news securities, business, property or material eventother assets of another Person or pursuant to any employee benefit plan assumed in connection with any such acquisition, unless Deutsche Bank waives(ii) joint ventures, (iii) commercial relationships or (iv) other strategic transactions, provided that the aggregate number of shares of Common Stock, restricted stock awards and shares of Common Stock issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (F) shall not exceed 7.5% of the total number of shares of Common Stock issued and outstanding immediately following the issuance and sale of the Initial Securities at the Closing Time pursuant hereto; and provided, further, that each recipient listed on Schedule C of shares of Common Stock, restricted stock awards or securities convertible into or exercisable or exchangeable for shares of Common Stock pursuant to this clause shall execute a lock-up agreement substantially in writing, such extensionthe form of Exhibit A hereto.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit or stock incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus; (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding ; (E) the foregoingfiling by the Company of any registration statement on Form S-8 or a successor form thereto; and (F) shares of Common Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures or other strategic acquisitions), if provided that (1x) the aggregate number of shares issued pursuant to this clause (F) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause (F) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating described above shall be subject to the Company occurs or (2restrictions set forth in a lock-up agreement described in Section 5(i) prior to hereof for the expiration remainder of the 60-day such restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Karyopharm Therapeutics Inc.)
Restriction on Sale of Securities. During a For the period of 60 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, take any of the following actions with respect to its Securities, the Ordinary Shares underlying the Securities, or any securities convertible into or exchangeable or exercisable for any of its Securities or Ordinary Shares (“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 to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Lock-Up Securities, (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 Common Stockmeaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or publicly disclose the intention to take any such swap action, without the prior written consent of the Representatives, and to cause each officer, director and shareholder of the Company set forth on Schedule F hereto to furnish to the Representatives, prior to the First Closing Date, a letter or transaction described letters, substantially in clause the form of Schedule E-1 or E-2 (ias applicable) or hereto (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwisethe “Lock-Up Agreements”). The foregoing sentence shall not apply to (A) the Securities to be sold sale of such Ordinary Shares or ADSs hereunder, including, if applicable, such sale hereunder by (B) the issuance of Ordinary Shares or ADSs or the grant of options or share appreciation rights (“SARs”) pursuant an equity incentive plan in effect on the date hereof and the filing of a registration statement under Rule 462(b) of form S-8 by the 1933 Act RegulationsCompany, (BC) any shares the issuance of Common Stock issued by the Company Ordinary Shares or ADSs upon the exercise of an option option, a SAR, or warrant or the conversion of a security either (x) outstanding on the date of the Final Prospectus of which the Underwriters have been advised in writing or which is otherwise described in the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and referred continue for 180 days after the public offering date set forth in the Final Prospectus or such earlier date that the Representatives consent to in the Registration Statementwriting; provided, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowhowever, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, that if (1) during the last 17 days of the 60initial Lock-day restricted period 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 expiration of the 60initial Lock-day restricted periodUp Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this section (3)(i) shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless Deutsche Bank waivesthe Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (WuXi PharmaTech (Cayman) Inc.)
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankLeerink and Canaccord, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoingfiling of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the Registration Statement, if the General Disclosure Package and the Prospectus, (F) the entry into agreements providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, and (G) the entry into agreements providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (F) and (G), (1) during the last 17 days aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (F) and (G) shall not exceed 5% of the 60-day restricted period total number of shares of the Company issues an earnings release or material news or a material event relating Common Stock issued and outstanding as of immediately prior to the Company occurs or completion of the transactions contemplated by this Agreement and (2) prior the recipient of any such Common Stock or securities convertible into or exercisable for Common Stock pursuant to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section clauses (3)(iF) and (G) shall continue execute and deliver to apply until Leerink an agreement substantially in the expiration form of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionExhibit A hereto.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Preferred Stock, Common Stock or any securities convertible into or exercisable or exchangeable for Preferred Stock, Common Stock or file 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 Preferred Stock, Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by and the filing of a registration statement under Rule 462(b) conversion of the 1933 Act RegulationsPreferred Stock in the Conversion Shares, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (including the Company’s 2019 Inducement Equity Incentive Plan), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoingfiling by the Company of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company referred to in the Registration Statement, if the General Disclosure Package and the Prospectus, (1F) shares of Common Stock or other securities issued in connection with a transaction that includes a commercial relationship (including strategic alliances, commercial lending relationships, joint ventures, investments made by AMR specific funds and strategic acquisitions), provided that (x) the aggregate number of shares issued pursuant to this clause (F) shall not exceed 12.0% of the total number of outstanding shares of Common Stock, including the assumed conversion of all outstanding preferred shares, immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto and (y) the recipient of any such shares of Common Stock or securities issued pursuant to this clause (F) during the last 17 Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto, (G) the filing of any registration statement on Form S-3, provided that any such registration statement is not filed within 30 days of the 60date of this Agreement and that no securities are issued pursuant to any such registration statement during the Lock-day restricted period the Company issues an earnings release or material news or a material event relating Up Period, and (H) notwithstanding anything to the Company occurs or (2) prior to the expiration of the 60-day restricted periodcontrary in this Section 3(i), the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur shall be permitted during the 16Lock-day period beginning on Up Period to approve an increase in the last day number of shares of Common Stock currently available for grant under its 2017 Stock Incentive Plan and seek stockholder approval of such increase at its upcoming annual meeting of stockholders for fiscal year 2019, and any such additional shares subsequently granted pursuant to the 60-day restricted period2017 Stock Incentive Plan, as so amended and approved, shall be entitled to the restrictions imposed exceptions set forth in this section clauses (3)(iC) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionand (E) mutatis mutandis.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankBofAS and Jefferies, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted or other equity awards covering Common Stock granted, in either case, pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock compensation plan or program or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoingfiling by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, if or (F) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or mergers, (2) prior acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances or relationships; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to the expiration sell or issue pursuant to this clause (F) shall not exceed 5% of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day total number of shares of the 60-day restricted periodCompany’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, the restrictions imposed in that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this section clause (3)(iF) shall continue to apply until execute a lock-up agreement substantially in the expiration form of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionExhibit A-2 hereto.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 45 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Class A Common Stock Shares or any securities convertible into or exercisable or exchangeable for Class A Common Stock Shares, whether any such transaction is to be settled by delivery of Class A Common Shares or such other securities, in cash or otherwise, or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing 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 Class A Common StockShares or any securities convertible into or exercisable or exchangeable for Class A Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock Shares or such other securities, in cash or otherwise; provided, however, that this clause (ii) shall not apply to the transactions under the Forward Sale Agreements and the issuance and transfer, if any, of shares of Class A Common Shares to the relevant Forward Purchaser thereunder. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Class A Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Class A Common Stock Shares issued or options to purchase Class A Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Class A Common Stock Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any direct or indirect offers, negotiations or discussions of transactions contemplating the issuance of Class A Common Shares or any securities convertible into or exercisable or exchangeable for such Class A Common Shares in connection with the potential acquisition of property or assets, or the potential acquisition of, a joint venture with or a merger with another company, (F) the entry by the Company into a definitive agreement contemplating the issuance of any Class A Common Shares or any securities convertible or exercisable or exchangeable for such Class A Common Shares representing up to 10% of the outstanding Class A Common Shares on a fully diluted basis or, with the prior written consent of a nominee of the Representatives selected by the Company, any Class A Common Shares or any securities convertible into or exercisable or exchangeable for such Class A Common Shares representing greater than 10% of the outstanding Class A Common Shares on a fully diluted basis, in each case, (1) in connection with the acquisition of property or assets, or the acquisition of, a joint venture with or a merger with another company, or (2) pursuant to any employee benefit plan assumed by the Company in connection with such acquisition, joint venture or merger, and in each such case the filing of a registration statement with respect to, and the making of any public announcement in respect of, or disclosing the intent to engage in, such acquisition, joint venture or merger and related issuance of securities; provided that, in the case of (1) and (2) of this clause (F), any recipient of such securities representing greater than 10% of the outstanding Class A Common Shares on a fully diluted basis shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit A, and, provided further, that in the case of issuances of securities to MGM or its affiliates pursuant to clause (F), MGM, or such affiliates, shall further agree not to convert or exchange any of its Operating Partnership Units into Class A Common Shares until the expiration of the period referred to above, subject to the exceptions stated above, (G) settlement of any transaction pursuant to any forward sale agreement entered into prior to the date hereof pursuant to the terms of the Sales Agreement, or (H) any communications by MGM, the Company and the Operating Partnership relating to the waiver, including intentions with respect to exercising such waiver, of the Company’s right to issue Class A shares, in lieu of cash, to MGM or its subsidiaries in connection with MGM or its subsidiaries exercising redemption rights with respect to units representing limited partner interests in the Operating Partnership. Notwithstanding the foregoing, if the Company may establish or amend a trading plan pursuant to Rule 10b5-1 under the 1934 Act for the transfer of the Class A Common Shares, provided that (1i) such plan does not provide for the transfer of the Class A Common Shares during the last 17 days period referred to above and (ii) to the extent a public announcement or filing under the 1934 Act, if any, is required of or voluntarily made by or on behalf of the 60-day restricted period Company regarding the Company issues an earnings release establishment or material news amendment of such plan, such announcement or filing shall include a material event relating statement to the Company occurs or (2) prior to the expiration effect that no transfer of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur Class A Common Shares may be made under such plan during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue referred to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionabove.
Appears in 1 contract
Samples: Underwriting Agreement (MGM Growth Properties Operating Partnership LP)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, or (y) issued pursuant to in accordance with clause (C) belowhereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (including any amendments to such employee benefit plans referred to therein), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) any registration statement on Form S-8 under the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating 1933 Act with respect to the Company occurs foregoing clauses (B), (C) or (2D) prior or any equity incentive plan approved by the Company’s stockholders subsequent to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of this Agreement or (F) the issuance tangible equity units (the “Tangible Equity Units”) of the earnings release or the occurrence Company offered in connection with that certain Underwriting Agreement, dated as of the material news or material eventdate hereof, unless Deutsche Bank waivesbetween the Company, in writingXxxxxxx Xxxxx and the other underwriters named therein (the “Tangible Equity Underwriting Agreement”) and the Common Stock included as part of the offered Tangible Equity Units, such extensionand sales to underwriters pursuant to the Tangible Equity Underwriting Agreement.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankBofA, (ix)(i) directly or indirectly, 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 purchase, lend or otherwise transfer or dispose of any shares Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or other warrants of Common Stock the Company, or any securities convertible into into, or exercisable or exchangeable for Common Stock for, Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants or other warrants of the Company, or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or publicly disclose the intention of undertaking 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, any of the economic consequence of ownership of the Common StockUnits, Class A Shares, Founder Shares, Warrants , Private Placement Warrants, Working Capital Warrants or other warrants of the Company, whether any such swap swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units, Class A Shares, Founder Shares, Warrants, Private Placement Warrants, Working Capital Warrants, other warrants of the Company or such other securities, in cash or otherwiseotherwise or (y) release the Sponsor or any officer, director or director nominee of the Company or any of their respective transferees from the 180-day lock up contained in the Insider Letter or amend such provision. The Clause (x) of the foregoing sentence shall not apply to (A) the Initial Securities and the Option Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares the issuance and sale of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowPrivate Placement Warrants, (C) any shares registration of Common Stock issued the resale of Founder Shares, Private Placement Warrants or options to purchase Common Stock granted Class A Shares issuable upon exercise or conversion, as the case may be, of the Private Placement Warrants or the Founder Shares under the 1933 Act pursuant to existing employee benefit plans the Registration Rights Agreement in accordance with the terms of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus Rights Agreement or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan the offer, sale or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, securities in writing, such extensionconnection with a Business Combination.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankBofA and J.X. Xxxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided that confidential or non-public submissions to the Commission of any registration statements under the 1933 Act may be made if (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to, such registration of shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least three business days prior to such confidential or non-public submission to BofA and J.X. Xxxxxx and (z) no such confidential or non-public submission shall become a publicly filed registration statement during the 90-day restricted period. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit benefit, equity incentive or employee stock plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoing, if (1) during filing of an registration statement on Form S-8 or a successor form thereto with respect to the last 17 days registration of securities to be offered under any employee benefit or equity incentive plan in existence as of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or date hereof and (2F) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence up to 5% of the material news outstanding shares of Common Stock in connection with the acquisition of the assets of, or material eventa majority or controlling portion of the equity of, unless Deutsche Bank waives, or a joint venture with another entity in writing, connection with the acquisition by the Company or any of its subsidiaries of such extensionentity; provided in the case of this clause (F) the transferee of such shares agrees to execute a lock-up agreement substantially in the form of Exhibit A hereto.
Appears in 1 contract
Samples: Underwriting Agreement (U S Physical Therapy Inc /Nv)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, and will not publicly disclose an intention to, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares or publicly file 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 Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or Ordinary Shares issued, options to purchase Common Stock Ordinary Shares, restricted share units or restricted shares granted or settled pursuant to existing employee benefit equity incentive plans of the Company in effect or entering into effect and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding Prospectus,(E) any Ordinary Shares or convertible securities issued by the foregoingCompany pursuant to the Convertible Loan Agreement, if by and among the Company, the Subsidiaries and Kreos Capital VI (1UK) during Limited, dated March 26, 2022, the last 17 days Term Loan Agreement by and among the Company, the Subsidiaries and Kreos Capital VI (UK) Limited, dated March 26, 2022, each as may be amended from time to time, the Warrant Agreement by and among the Company and Kreos Capital VI (Expert Fund) LP, dated March 26, 2022 and the Second Warrant Agreement, by and among the Company and Kreos Capital VI (Expert Fund) LP, dated October 12, 2022, or (F) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares of other security instruments issued pursuant to any plans or programs described in (C) or (D) above; provided in the case of (D) above, the transferee to such issuance has agreed in writing to be bound by the same terms described in the lock-up agreement described in Section 7(l) hereof to the extent and for the duration that such terms remain in effect at the time of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensiontransfer.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) shares of Common Stock or other securities issued by the foregoingCompany in connection with joint ventures, if commercial relationships or other strategic transactions, provided that (1x) the aggregate number of securities issued pursuant to this clause (E) shall not exceed 7.5% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the shares of Common Stock at the Closing Time pursuant hereto and (y) such securities issued pursuant to this clause (E) during the last 17 days of the 6090-day restricted period described above shall be subject to the restrictions described in Exhibit B for the remainder of such restricted period and the recipient of any such securities shall enter into an agreement substantially in the form of Exhibit B attached hereto, (F) shares sold to Cellectis in connection with the vesting of equity compensation awards, or (G) the filing by the Company issues an earnings release or material news or of a material event relating to registration statement on Form S-8 covering the registration of securities issued under existing employee benefit plans of the Company occurs or (2) prior referred to in the expiration of the 60-day restricted periodRegistration Statement, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during General Disclosure Package and the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionProspectus.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectus (the “Lock-up Period”), the Company will not, without the prior written consent of Deutsche BankMxxxxxx Lxxxx and J.X. Xxxxxx, (i) directly or indirectly, 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 any shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Ai) the Securities to be sold hereunder, including(ii) the grant of options to purchase shares of Common Stock pursuant to the equity incentive or other employee compensation plans described in the Registration Statement (the “Plans”), if applicable(iii) the issuance of shares of Common Stock under the Plans, such sale hereunder by (iv) the filing of a registration statement under Rule 462(bon Form S-8 with respect to the Plans, or (v) the issuance of the 1933 Act Regulations, (B) any up to 1,637,268 shares of Common Stock issued by the Company upon the exercise of an option (as adjusted for any stock split, stock consolidation or warrant similar event) in connection with a merger, acquisition or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package joint venture and the Prospectus or (y) issued pursuant to clause (C) belowfiling of any registration statement in connection therewith, (C) any shares provided that the holders of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred this subclause (v) shall agree to be bound by an agreement substantially in the Registration Statement, form of Exhibit C hereto for a period that shall not exceed the General Disclosure Package and remainder of the ProspectusLock-up Period (as the same may be extended pursuant hereto). Notwithstanding the foregoing, if (1) during the last 17 days of the 60180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60180-day restricted period, the Company announces that it will issue an release earnings release results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60180-day restricted period, the restrictions imposed in this section clause (3)(ij) shall continue to apply until the expiration of the 18180-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Samples: Purchase Agreement (Golfsmith International Holdings Inc)
Restriction on Sale of Securities. During Other than the sale of Securities hereunder, during a period of 60 180 days from the date of the ProspectusProspectus (the "Lock-Up Period"), the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of the Company's IDSs, Common Stock Stock, Note Securities or any similar securities or any securities convertible into or exercisable or exchangeable for IDSs, Common Stock Stock, Note Securities or any similar securities or file any registration statement under the 1933 Act with respect to any of the foregoing (collectively, the "Lock-Up Securities") 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 Common StockLock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock IDSs, common stock, debt securities or such other any similar securities, in cash or otherwise. The [Anything to the contrary notwithstanding, the foregoing sentence restrictions shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock securities issued by the Company during the Lock-Up Period pursuant to any employee equity participation plan referred to in the Prospectus or securities issued by the Company during the Lock-Up Period upon the exercise of an option or any option, warrant or the conversion of a security either (x) other right outstanding on the date hereof and referred to issued under any such plan; provided, however, that the recipient of such securities shall provide Xxxxxxx Xxxxx with an agreement substantially in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares form of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, Exhibit C hereto signed by such extensionrecipient.]
Appears in 1 contract
Samples: Purchase Agreement (Appliance Warehouse of America Inc)
Restriction on Sale of Securities. During a For the period of 60 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bank, (i) directly or indirectly, without the written consent of Leerink Xxxxx and Xxxxx: (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or that represent the right to receive shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or Stock, (ii) enter into any swap or any other agreement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file with the Commission a registration statement under the 1933 Act relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to take any such action. The foregoing sentence shall not apply to (Aa) the Securities to be sold hereunder, including, if applicable, such sale hereunder (b) the issuance by the filing Company of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to of which the Underwriters have been advised in writing or that is described in the Registration StatementGeneral Disclosure Package and the Prospectus, (c) the grant by the Company of stock options or other stock-based awards (or the issuance of shares of Common Stock upon exercise thereof) to eligible participants pursuant to employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus; provided that, prior to the grant of any such stock options or other stock-based awards that vest within the Lock-Up Period, each recipient of such grant shall sign and deliver a lock-up agreement substantially in the form of Exhibit A hereto, or (d) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company described in the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or Company’s “employees” (2) prior to the expiration of the 60as that term is used in Form S-8). The initial Lock-day restricted period, the Company announces that it Up Period will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning commence on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall date hereof and continue to apply until the expiration of the 18-day period beginning on for 60 days after the date of the issuance of the earnings release Prospectus or the occurrence of the material news or material event, unless Deutsche Bank waives, such earlier date that Leerink and Xxxxx consent to in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date of the ProspectusLock-Up Period, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, directly or indirectly:
(i) directly or indirectlyissue, 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 purchase, lend or otherwise transfer or dispose of any shares of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock,
(ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the foregoing or Underwriters pursuant to this Agreement and other than registration statements on Form S-8 filed with the Commission after the Closing Date); or
(iiiii) enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common Stock or other Capital Stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other Capital Stock, whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Stock or such Stock, other Capital Stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The foregoing sentence shall not apply to Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representatives:
(A1) the issue Securities to be sold hereunderthe Underwriters pursuant to this Agreement,
(2) issue shares, includingand options to purchase shares, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an pursuant to equity incentive plans, employee stock option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package plans and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to employee stock purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to plan described in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed as those plans are in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning effect on the date of this Agreement;
(3) issue shares of Common Stock (A) upon the exercise of stock options issued under equity incentive plans referred to in clause (2) above, as those plans are in effect on the date of this Agreement, or (B) upon the exercise of warrants outstanding on the date of this Agreement and described in the General Disclosure Package and the Prospectus, as those warrants are in effect on the date of this Agreement; and
(4) issue shares of Common Stock to one or more counterparties in connection with the consummation of a bona fide strategic partnership, joint venture, collaboration, merger, co-promotion or distribution arrangement, or the acquisition or in-licensing of any business products or technologies; provided that the aggregate number of shares of Common Stock issued under this subsection (4) shall not exceed 10% of the number of Initial Securities; provided, however, that in the case of any issuance described in clause (4) above, it shall be a condition to the issuance that each recipient executes and delivers to the Representatives, acting on behalf of the earnings release or Underwriters, not later than one business day prior to the occurrence date of the material news or material eventsuch issuance, unless Deutsche Bank waivesa written agreement, in writing, such extensionsubstantially the form of Exhibit A to this Agreement and otherwise satisfactory in form and substance to the Representatives.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, will not cause any direct or indirect affiliate controlled by the Company to, and will not publicly disclose an intention to, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or OP Units or any securities convertible into or exercisable or exchangeable for Common Stock or OP Units (collectively, the “Lock-Up Securities”)), or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, except as otherwise permitted in this Agreement, 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 Common StockLock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Stock, OP Units or such other securities, in cash or otherwise. The foregoing sentence restrictions contained in the preceding paragraph shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security either (xincluding OP Units and restricted stock units) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) the foregoingfiling of a registration statement or amendment thereto relating to any dividend reinvestment plan, employee benefit plan, qualified stock option plan or other employee compensation plan of the Company and/or the Operating Partnership referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (F) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the 1934 Act, if (1) any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the last 17 days Restricted Period, or (G) any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (including OP Units and restricted stock units), in the aggregate not to exceed 10% of the 60-day restricted period total number of shares of Common Stock issued and outstanding immediately following the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration completion of the 60transactions contemplated by this Agreement (assuming full conversion, exchange or exercise of all outstanding securities convertible into or exercisable or exchangeable for shares of Common Stock (including OP Units and restricted stock units)), issued in connection with property acquisitions, mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions, provided that the recipient of such shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock shall be required to execute a lock-day restricted period, up agreement in substantially the Company announces form attached as Exhibit D hereto that it will issue an earnings release or becomes aware that material news or a material event will occur during apply for the 16-day period beginning on the last day duration of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionRestricted Period.
Appears in 1 contract
Samples: Underwriting Agreement (American Healthcare REIT, Inc.)
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of the Preferred Stock or similar securities (for the avoidance of doubt, excluding Common Stock Stock) or any securities convertible into or exercisable or exchangeable for shares of the Preferred Stock or similar securities (for the avoidance of doubt, excluding Common Stock Stock) or file any registration statement under the 1933 Securities Act with respect to any of the foregoing (other than a shelf registration statement on Form S-3 relating to the registration of future offerings of the Company's securities) 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 Common shares of the Preferred Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common shares of the Preferred Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities Shares to be sold hereunder, including, if applicable, such sale hereunder or to transactions occurring by the filing of a registration statement under Rule 462(b) operation of the 1933 Act Regulationsprovisions of Section 2 of Article V of the Company's charter. Notwithstanding the provisions set forth in the immediately preceding paragraph, (B) any shares of Common Stock issued by the Company upon may, without the exercise prior written consent of an option or warrant or the conversion of a security either Representatives:
(x1) outstanding on issue the date hereof and referred Shares to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued Underwriters pursuant to clause this Agreement;
(C2) belowissue shares, (C) any shares of Common Stock issued or and options to purchase Common shares, of Preferred Stock granted pursuant to existing employee benefit stock option plans, stock purchase or other equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to or stock incentive plan described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed as those plans are in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning effect on the date of this Agreement; and
(3) issue shares of Preferred Stock upon the issuance exercise of stock options issued under stock option or other equity incentive plans referred to in clause (2) above, as those plans are in effect on the earnings release date of this Agreement, or upon the occurrence exercise of warrants or convertible securities outstanding on the material news or material eventdate of this Agreement, unless Deutsche Bank waives, as those warrants and convertible securities are in writing, such extensioneffect on the date of this Agreement.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 180 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Deutsche BankBarclays Capital Inc., J.X. Xxxxxx Securities LLC and Mxxxxx Sxxxxxx & Co. LLC, (i) directly or indirectly, 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 any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares or file 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 Common StockShares or any securities convertible into or exercisable or exchangeable for Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares grants of Common Stock issued share options, restricted shares, notional units or options other equity or equity-based securities to purchase Common Stock granted employees, directors, contractors or other individuals eligible to receive awards pursuant to existing employee benefit plans the terms of any plan in effect as of the Company referred to Closing Time and described in the Registration Statement, the General Disclosure Package and Prospectus, issuances of Shares pursuant to the Prospectus exercise of such options or the exercise of any other employee share options or units outstanding on the date hereof pursuant to the Company’s equity incentive plans that are described in the Registration Statement, General Disclosure Package and Prospectus, (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock share plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , and (E) any registration statement on Form S-8 under the foregoing1933 Act with respect to the foregoing clauses (B), if (1C) during and (D); provided that, the last 17 days holders of Shares issued pursuant to (B), (C) or (D) above agree to execute a lock-up letter substantially in the form of Exhibit 1 hereto (to the extent such holder has not previously signed a lock-up letter covering such Shares) or such Shares do not vest until after the expiry of the 60Lock-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionUp Period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankBofA and Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock ADSs or Ordinary Shares or file or confidentially submit 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 Common StockADSs or Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock ADSs or such Ordinary Shares or other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to do any of the foregoing described in clauses (i) and (ii). The foregoing sentence shall not apply to (A) the Securities to be issued and sold hereunder, including, if applicable, such sale hereunder by and the filing of a registration statement under Rule 462(b) of Underlying Shares to be deposited with the 1933 Act RegulationsDepositary in connection therewith, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock ADSs or Ordinary Shares issued or options to purchase Common Stock ADSs or Ordinary Shares granted pursuant to existing or future employee benefit or equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock ADSs or Ordinary Shares issued pursuant to any non-employee director stock share plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (E) any grant of options, warrants or other equity-based or equity-linked instrument by the foregoingCompany to directors, if officers or other employees under its existing or future employee benefit or equity incentive plans, (1F) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to an employee benefit or equity incentive plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus and (G) ADSs or Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (G) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Securities pursuant hereto and (y) the recipient of any such ADS or Ordinary Shares and securities issued pursuant to this clause (G) during the last 17 days of the 6090-day restricted period described above shall enter into an agreement substantially in the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration form of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.Exhibit A.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 45 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of Deutsche Bankthe Representative, (iA) directly or indirectly, 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 for the sale or lend, or otherwise transfer or dispose of or transfer any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock or repayable with Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (iiB) 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 Common StockOrdinary Shares, whether any such swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B1) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C2) the issuance of any Mandatory Convertible Preferred Shares in the Mandatory Convertible Preferred Shares Offering or any Ordinary Shares issuable upon the conversion of such Mandatory Convertible Preferred Shares, (3) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D4) any shares of Common Stock Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , (5) the foregoingfiling of a registration statement on Form S-3 (including any amendments thereto) to register the issuance of Ordinary Shares of the Company and/or the resale of Ordinary Shares held by certain shareholders of the Company, if (1) provided that the Company does not issue or sell any of its Ordinary Shares pursuant to such registration statement during the last 17 days Restricted Period, or (6) the entry into an agreement providing for the issuance of Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, including the Mandatory Convertible Preferred Shares, and the issuance of any such securities pursuant to such an agreement, in connection with the acquisition by the Company or any of its subsidiaries of the 60-day restricted period securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company issues an earnings release in connection with such acquisition; provided that the aggregate number of shares issued or material news or a material event relating issuable pursuant to this clause (6) does not exceed 5% of the number of Ordinary Shares outstanding immediately after the offering of the Securities pursuant to this Agreement and, prior to such issuance, each recipient of any such securities shall execute and deliver to the Representative and the Company occurs or (2) prior a “lock-up” agreement substantially in the form of Exhibit A hereto. For the avoidance of doubt, the foregoing sentence shall not apply to any Securities to be sold hereunder in this offering. During the expiration of the 60-day restricted periodRestricted Period, the Company announces that it will issue an earnings not, without the prior written consent of the Representative, release or becomes aware that material news or a material event will occur during waive the 16-day period beginning restrictions on the last day transfer of shares by any of the 60-day restricted periodOnex Investor Parties, the restrictions imposed Baring Investor Parties, or the Kevlar Investor Parties set forth in this section (3)(iSection 3.01(b) shall continue to apply until the expiration of the 18-day period beginning on Investor Rights Agreement, dated as of October 1, 2020 (the date of “Investor Rights Agreement”), by and among the issuance of Company, Seller Holdco, Seller and each Investor, Xxxxxxxxx Founder and Sponsor identified therein and party thereto (each as defined in the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionInvestor Rights Agreement).
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, including without limitation OP Units, or file 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 Common Stock, Stock whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock Stock, OP Units, LTIP Units, dividend equivalent rights or other equity-based awards, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares including the filing of Common Stock issued pursuant a registration statement on Form S-8 relating to any non-such existing employee director stock plan or dividend reinvestment plan benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus) or (D) any OP Units issued in connection with the acquisition of property or assets, in an amount not to exceed an aggregate of 10% of the OP Units outstanding as of the completion of the purchases contemplated by this Agreement (including any Option Securities), provided that the recipients of the OP Units agree in writing (upon substantially the terms set forth in the Lock Up Agreement attached hereto as Exhibit C) not to sell, offer, dispose of or otherwise transfer any such OP Units during the remainder of the 90-day period without the prior written consent of Xxxxxxx Xxxxx. Notwithstanding the foregoing, if (1) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6090-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6090-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, or (y) issued pursuant to in accordance with clause (C) belowhereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (including any amendments to such employee benefit plans referred to therein), (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing clauses (B), (C) or (D) or any equity incentive plan approved by the Company’s stockholders subsequent to the date of this Agreement. Notwithstanding the foregoing, if (1) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6090-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6090-day restricted period, the restrictions imposed in this section clause (3)(ij) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 45 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable convertible for Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing; provided, however, that the foregoing restrictions shall not prohibit the Company from filing a shelf registration statement or a prospectus supplement under the 1933 Act relating to an “at the market” offering of its Common Shares after the Closing Date so long as no offers or sales are made by the Company pursuant thereto during the Lock-Up Period, 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 Common StockShares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock Shares issued by the Company upon (x) the exercise of an option or warrant or (y) the conversion of a security security, in either (x) case outstanding on the date hereof and referred to (by incorporation by reference or otherwise) in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (D) any shares of Common Stock Shares issued pursuant to any non-employee director stock plan, direct stock purchase plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any limited partner interests in the Operating Partnerships that are issued in exchange for real property or interests therein in the ordinary course of business, (F) any Common Shares issuable upon conversion of OP Units or (G) any Common Shares issuable upon conversion of the Company’s 6.00% Convertible Guaranteed Notes due 2030. Notwithstanding the foregoing, if in the event that either (1x) during the last 17 days of the 60Lock-day restricted period Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the 60such Lock-day restricted periodUp Period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 16-day period beginning on the last day of the 60such Lock-day restricted periodUp Period, the restrictions imposed in this section (3)(i) described above shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionrelease.
Appears in 1 contract
Restriction on Sale of Securities. (a) During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, and will not cause or direct any of its affiliates to, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase lend or otherwise dispose of any option shares of Common Stock, or contract to sell, grant any option, right options or warrant warrants to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or into, exchangeable for or that represent the right to receive shares of Common Stock (such options, warrants or other securities, collectively, “Derivative Instruments”) or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into engage 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 agreement derivative transaction or instrument, however described or defined) which is designed to or which reasonably would be expected to lead to or result in a sale, loan, pledge or other disposition or transfer of any transaction that transfersof the economic consequences of ownership, in whole or in part, directly or indirectly, the economic consequence of ownership any shares of the Common StockStock or Derivative Instruments, whether any such swap transaction or transaction arrangement (or instrument provided for thereunder) described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The foregoing sentence shall not apply to (A) the Securities to be sold hereunderhereunder or issued pursuant to stock incentive, includingbonus, if applicableequity award or other compensation plan existing on, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company or upon the exercise conversion or exchange of an option or warrant or the conversion of a security either (x) Derivative Instruments outstanding on as of, the date hereof of this Agreement and referred to that are described in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding .
(b) The Company hereby represents and agrees that no more than an aggregate of 2,849,420 restricted stock units shall vest, and no more than an aggregate of $3.0 million in shares of Common Stock shall be awarded pursuant to bonus awards (with the foregoingnumber of shares of Common Stock being awarded in respect of such bonus amount being dependent upon the stock price as of the date of such grant), if (1) in each case with respect to which sales of shares of Common Stock shall be made by directors and executive officers of the Company during the last 17 days of Lock-Up Period to satisfy tax withholding obligations.
(c) During the 60Lock-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted periodUp Period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event not, and will occur during cause its affiliates not to, without the 16-day period beginning on the last day prior written consent of the 60-day restricted periodRepresentatives, the restrictions imposed in this section (3)(i) shall continue issue or transfer any shares of Common Stock or any Derivative Instruments to apply until the expiration any director or executive officer of the 18Company who has not entered into a lock-day period beginning on up agreement with the date Underwriters substantially in the form of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionExhibit A hereto.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 30 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representative, directly or indirectly (i) directly or indirectly, 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 for the sale of, or lend or otherwise transfer or dispose of any shares of Common 8.125% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25 per share) , par value $0.01 per share (the “Series A Preferred Stock”), or any securities convertible into or exercisable or exchangeable for Common Stock or file repayable with shares of the Series A Preferred Stock, whether owned as of the date hereof or hereafter acquired or with respect to which such person 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 (collectively, the “Lock-Up Securities”) 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 Common StockLock-Up Securities, whether any such swap swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock shares of Series A Preferred Stock, or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Series A Preferred Stock issued by pursuant to the Company upon the exercise of an option Company’s 2005 Equity Award Plan, or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to dividend reinvestment plan, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause and (C) below, (C) any shares of Common Series A Preferred Stock issued in connection with the acquisition of property or options assets or upon conversion of securities issued in connection with the acquisition of any property or assets, provided the recipient thereof agrees in writing to purchase Common Stock granted pursuant to existing employee benefit plans of be bound by the Company referred to restrictions set forth in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusthis Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the 6030-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6030-day restricted period, the Company announces that it will issue an release earnings release results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6030-day restricted period, the restrictions imposed in this section clause (3)(im) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, the Representative waive in writing, such extension. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the restricted periods.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representative, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (the “Lockup Securities”) or file any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly announce an intention to effect any such swap, agreement or other transaction described in clauses (i) and (ii), provided, however, that the foregoing shall not prohibit the filing by the Company of any registration statement on Form S-3 and a prospectus for an “at-the-market” offering program either with such Form S-3 or separately, provided that no Lockup Securities are issued pursuant to such registration statement or “at-the-market” offering prospectus, in each case during the 90 day period from the date of the Prospectus. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, ; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a convertible security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) below, Prospectus; (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus; (D) any shares of Common Stock issued pursuant to any existing non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding Prospectus or (E) the foregoing, if (1) during the last 17 days of the 60-day restricted period filing by the Company issues an earnings release or material news of any registration statement on Form S-8 or a material event relating to the Company occurs or (2) prior to the expiration of the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionsuccessor form thereto.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankRBC, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing (B) any shares of a registration statement under Rule 462(b) Common Stock issued upon conversion of the 1933 Act RegulationsSecurities, (BC) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of (or satisfaction of a condition to the issuance of) a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (CD) any offer of shares, any shares of Common Stock issued or any options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (Dincluding the Employee Stock Purchase Plan), (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (F) any rights issued under any shareholder rights plan adopted by the Company or (G) any registration statement on Form S-8 under the 1933 Act with respect to the foregoing. Notwithstanding the foregoing, if (1) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 6090-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 6090-day restricted period, the restrictions imposed in this section clause (3)(ii) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 days from the date Each of the Prospectus, Company and the Company Operating Partnership will not, without the prior written consent of Deutsche Bank, (i) directly or indirectlyWachovia, offer, pledge, sell, contract agree to offer or sell, sell any option or contract solicit offers to purchase, grant any call option or purchase any put option or contract to sellwith respect to, grant any optionpledge, right or warrant to purchase borrow or otherwise transfer dispose of, or dispose establish or increase a "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any Section 16 of the foregoing 1934 Act and the 1934 Act Regulations, or (ii) otherwise enter into any swap swap, derivative or any other agreement transaction or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stockownership, whether any or not such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such securities, other securities, in cash or otherwise. The foregoing sentence shall not apply other consideration with respect to, any shares of the Company's Common Stock, Preferred Stock, OP Units or other stock or any other equity securities convertible into, or exercisable or exchangeable for, shares of the Company's Common Stock, Preferred Stock or other stock, or publicly announce an intention to effect any such transaction, for a period beginning on and including the date of this Agreement through and including the date which is 180 days after the date of this Agreement; provided, however, that (A) the Company may issue and sell (i) Securities pursuant to be sold hereunder, including, if applicable, such this Agreement and (ii) ______ shares of Common Stock to C. Michael Kojaian concurrently with the issuance and sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act RegulationsSecuritxxx (xxx "Kojaian Shares"), (B) any shares of the Company may issue and sell Common Stock issued by and options to purchase Common Stock pursuant to any employee or director stock option or stock purchase plans as in effect on the date of this Agreement (so long as each such plan is described in the Prospectus), (C) the Company may issue Common Stock upon the exercise of an option or warrant or the conversion of a security either (x) stock options outstanding on the date hereof of this Agreement and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) stock options issued after the date of this Agreement pursuant to any such plan referred to in clause (CB) belowof this sentence, (CD) the Company may issue Common Stock upon (i) the exercise of stock warrants outstanding on the date of this Agreement and referred to in the Prospectus, including the warrants comprising a portion of any of the Units, each consisting of five shares of Common Stock issued or options and one warrant to purchase an additional share of Common Stock granted pursuant to existing employee benefit plans of (the "Units"), issued by the Company on July 1, 2003, and (ii) the redemption of OP Units outstanding on the date of this Agreement and referred to in the Registration StatementProspectus, and (E) the General Disclosure Package Operating Partnership may issue OP Units (i) to GPOP and LPOP in exchange for their contribution to the Operating Partnership of their respective portions of the net proceeds of the sale of Securities and the Prospectus or Kojaian Shares, and (Dii) any shares upon exercise of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan warrants for OP Units outstanding on the date of this Agreement and referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, if in the event that either (1x) during the last 17 days of the 60180-day restricted period referred to above, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2y) prior to the expiration of the 60such 180-day restricted period, the Company announces that it will issue an release earnings release or becomes aware that material news or a material event will occur results during the 1617-day period beginning on the last day of the 60such 180-day restricted period, the restrictions imposed in this section (3)(i) described above shall continue to apply until the expiration of the 1817-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionrelease.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche BankXxxxxxx Xxxxx, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file 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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit or stock incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus; (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding ; (E) the foregoingfiling by the Company of any registration statement on Form S-8 or a successor form thereto; and (F) shares of Common Stock or other securities issued in connection with a transaction that includes a commercial relationship (including joint ventures or other strategic acquisitions), if provided that (1x) the aggregate number of shares issued pursuant to this clause (F) shall not exceed 5.0% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Securities at the Closing Time pursuant hereto and (y) the recipient of any such shares of Common Stock and securities issued pursuant to this clause (F) during the last 17 days of the 6090-day restricted period the Company issues an earnings release or material news or a material event relating described above shall be subject to the Company occurs or (2restrictions set forth in a lock-up agreement described in Section 5(k) prior to hereof for the expiration remainder of the 60-day such restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Karyopharm Therapeutics Inc.)
Restriction on Sale of Securities. During a period of 60 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, 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 any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (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 Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly announce an intention to effect any such swap, agreement or other transaction described in clauses (i) and (ii). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such ; (B) the Company’s 1.25% Convertible Senior Notes due 2025 (the “Convertible Notes”) to be sold pursuant to that certain underwriting agreement (the “Convertible Notes Underwriting Agreement”) dated on or about the date hereof by and among the Company and the Representatives relating to the sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, Convertible Notes; (BC) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a convertible security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, including the Convertible Notes; (y) issued pursuant to clause (C) below, (CD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus; (DE) any shares of Common Stock issued pursuant to any existing non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding ; (F) the foregoingfiling by the Company of any registration statement on Form S-8 or a successor form thereto; or (G) the issuance of shares of Common Stock or securities convertible into, if (1) during the last 17 days exercisable for or exchangeable for Common Stock as full or partial consideration in connection with a merger, acquisition, consolidation or purchase of the 60securities or assets of a corporation or other entity (or any division or business unit thereof); provided that the number of securities issued (on an as-day restricted period converted to Common Stock basis) pursuant to this Section 3(i) shall not exceed 10% of the Company issues an earnings release or material news or a material event relating total number of shares of Common Stock outstanding immediately following the public offering of the Securities contemplated hereby, and each recipient of such securities shall execute and deliver to the Company occurs Representatives, on or (2) prior to the expiration issuance of such securities, a lock-up agreement substantially to the 60-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed effect set forth in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionSection 3(i).
Appears in 1 contract
Restriction on Sale of Securities. During a period of 60 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of Deutsche Bankthe Representatives, (i) directly or indirectly, offer, lend, 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 any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares (“Lock-Up Securities”) or file any registration statement under the 1933 Act with respect to any of the foregoing or otherwise publicly disclose the intention to do 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, any of the economic consequence consequences of ownership of the Common StockLock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, including, if applicable, such sale hereunder by the filing of a registration statement under Rule 462(b) of the 1933 Act Regulations, (B) any shares of Common Stock Shares issued by the Company upon the exercise (whether by cash exercise or “net” or “cashless exercise”) of an option or warrant or the conversion of a security either (x) outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (y) issued pursuant to clause (C) belowProspectus, (C) any shares the issuance of Common Stock issued Shares and options, restricted stock units, restricted stock or options other equity awards to purchase acquire Common Stock Shares granted pursuant to existing employee benefit equity incentive plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, as such plans may be amended, (D) any shares the filing by the Company of Common Stock issued pursuant registration statements on Form S-8 with respect to any non-employee director stock plan or dividend reinvestment plan Company’s equity inventive plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding , as such plans may be amended or (E) issuances by the foregoingCompany of Common Shares or securities convertible into, if exchangeable for or that represent the right to receive Common Shares in connection with mergers, acquisition of securities, businesses, properties or other assets, or joint ventures, provided, that the aggregate number of Common Shares or securities convertible into or exercisable for Common Shares (1on an as converted basis) during that the last 17 days Company may sell or issue or agree to sell or issue under this clause (F) shall not exceed 5% of the 60total number of Common Shares issued and outstanding immediately following the completion of the Offering (determined on a fully diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of Common Shares or securities convertible into or exercisable for Common Shares pursuant this clause (F) shall execute a lock-day restricted period up agreement substantially in the Company issues an earnings release or material news or a material event relating form of Exhibit B hereto with respect to the Company occurs or (2) prior to the expiration remainder of the 60Lock-day restricted period, the Company announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period, the restrictions imposed in this section (3)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless Deutsche Bank waives, in writing, such extensionUp Period.
Appears in 1 contract
Samples: Underwriting Agreement (Sapiens International Corp N V)