Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, General Disclosure Package and the Prospectus or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, any dividend reinvestment plan referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (jSection 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 forty five (45) days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 ; provided, however, that (A) the Securities to be sold hereunderCompany may offer and issue its Common Stock under the Company’s Amended and Restated 2004 Stock Option and Incentive Plan (as amended), and (B) any shares of the Company may offer and issue Common Stock issued by or Units in the Company upon Partnership as consideration for the exercise of an option or warrant Company’s or the conversion Partnership’s acquisition of a security outstanding on the date hereof and referred to real property but only if, in the Prospectuscase of (B) above, (C) the holders of such shares or Units agree in writing not to sell, offer, dispose of or otherwise transfer any such shares of Common Stock issued or options to purchase Common Stock granted pursuant to Units during such 45-day period without the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% prior written consent of the shares of Common Stock outstanding on Underwriter (which consent may be withheld at the date sole discretion of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinUnderwriter). Notwithstanding the foregoing, if (1) during the last 17 days of the 18045-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 18045-day restricted period, the Company announces that it will release earnings 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 18045-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that such options shall not be vested and exercisable within the maximum number of shares of Common Stock issued by 180 day period referred to above. In the Company pursuant to this clause event that either (Di) may not exceed 15% of during the shares of Common Stock outstanding period that begins on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if is 15 calendar days plus three (13) during business days before the last 17 days day of the 180-day restricted period and ends on the last day of the 180-day 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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Representatives of any earnings releases, news or events that may give rise to an extension of the initial restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 60 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the 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 lend or otherwise transfer or dispose of any share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) hereunder and any shares of Common Stock issued by the Company delivered upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectussuch Securities, (CB) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DC) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1x) during the last 17 days of the 180-day restricted period Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2y) prior to the expiration of the 180-day restricted periodRestricted Period, the Company announces that it will release earnings 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 180-day restricted periodRestricted Period, the restrictions imposed in this clause (ji) above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, provided, however, that no such extension will apply if, within three business days prior to the 15th calendar day prior to the expiration date of the Restricted Period, the Company delivers a certificate, signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139 promulgated under the Act. The Company will provide the Representatives and each individual subject to the Restricted Period pursuant to the lock-up letters described in Section 6(j) below with prior notice of any such announcement that gives rise to an extension of the Restricted Period.
Appears in 1 contract
Samples: Underwriting Agreement (National Health Investors Inc)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the "Lock-Up Period"), the Company will not, without the prior written consent of the RepresentativesMerrxxx 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 Option Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) the issuance of Rights in accordance with the terms of the Rights Agreement and any shares of Common Stock issued or options to purchase Common Stock granted pursuant to by the existing 2004 Safety-Kleen Equity PlanCompany upon the exercise of a Right, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued as payment of any part of the purchase price for funeral homes or cemeteries (or businesses or capital stock of businesses that operate funeral homes or cemeteries) which are acquired by the Company (provided, however, that such shares shall be subject to restrictions that will prohibit the transfer thereof until after expiration of the Lock-Up Period), (E) options to purchase shares of Common Stock granted pursuant to the Company's 1994 Long-Term Incentive Plan (the "Incentive Plan") (provided, however, that such options shall not be exercisable until after the expiration of the Lock-Up Period except upon the termination of the option holder's employment by reason of a disability, death, or qualified retirement of the option holder as provided in connection with the acquisition option holder's stock option agreement relating to such options) and (F) restricted shares, restricted stock units, stock unit awards payable in the form of any assets Common Stock or equity performance shares issued or granted pursuant to the Incentive Plan; provided, however, that (1) in the case of one restricted shares, such shares shall be subject to restrictions on transfer or more businessessale which do not lapse until after the expiration of the Lock-Up Period, provided that (2) in the maximum number case of restricted stock units or stock unit 18 20 awards payable in the form of Common Stock, the issuance of shares of Common Stock issued by the Company pursuant in respect of such units shall be subject to this clause (D) may restrictions which do not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 lapse until after the expiration of the 180Lock-day restricted periodUp Period, and (3) in the Company announces case of performance shares, such shares shall be subject to provisions to the effect that it will release earnings results they may not be earned by or becomes aware that material news or a material event will occur during vested in the 16-day period beginning on participant prior to the last day end of the 180Lock-day restricted periodUp Period. The Company shall not waive, release or modify any of the restrictions imposed referred to in this clause (j) shall continue to apply until the expiration immediately preceding sentence without the prior written consent of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventMerrxxx Xxxcx.
Appears in 1 contract
Samples: Purchase Agreement (Service Corporation International)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the any asset purchase, merger or other acquisition of any assets agreement, partner agreement or equity of one or more businessesstrategic agreement, provided that the maximum number of shares of Common Stock issued by Company agrees to use its commercially reasonable best efforts to cause each recipient to agree in writing with the Company to be bound to the restrictions set forth herein, and, provided further, that sales pursuant to this clause (D) may shall not exceed 155% of the number of shares of Common Stock of the Company outstanding on the date hereof after giving effect to the issuance and sale of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinSecurities. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock ADSs or Ordinary Shares issued or restricted shares, restricted share units or options to purchase Common Stock ADSs or Ordinary Shares granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock ADSs or Ordinary Shares issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions or (E) any registration statement on transfer set forth hereinForm S-8. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will issue an earnings release earnings results or becomes aware that material news or a material event will occur during the 1615-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (ji) 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the ProspectusRegistration Statement, the Pricing Disclosure Package and the Prospectus or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by Registration Statement, the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of Pricing Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safetyany non-Kleen Equity Plan, as amended, employee director stock plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) the filing of (but not sales under) any shares of Common Stock issued by registration statement on Form S-8 under the Company in connection 1933 Act with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing respect to the restrictions on transfer set forth hereinforegoing clauses (B) and (C). Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will issue an earnings release earnings 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 180-day restricted period, the restrictions imposed in this clause (ji) 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 for the sale of, or lend or otherwise transfer or dispose of any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock Shares, whether owned as of the date hereof or file 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 foregoingforegoing (collectively, whether such registration statement is on behalf of the Company or any selling stockholder “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 or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Concurrent Shares issued by the Company in the Concurrent Offering (B) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Company’s 2009 Equity PlanIncentive Plan or dividend reinvestment plan in each case, as amended, referred to described in the Registration Statement, the General Disclosure Package and the Prospectus or and (D) any shares Common Shares issued in connection with the acquisition of Common Stock property or assets or upon conversion of securities issued by the Company in connection with the acquisition of any assets property or equity assets, in an amount not to exceed an aggregate of one or more businesses, provided that the maximum number of shares of 1,765,000 Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinShares. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (jm) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lockup letters described in Section 5(j) 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 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent consents of the RepresentativesXxxxx Fargo and Xxxxxxx 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued in exchange for units of BRE Property Investors LLC or (D) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing equity incentive plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18045-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 18045-day restricted period, the Company announces that it will issue an earnings release earnings 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 18045-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the The Company will not, without the prior written consent of the Representatives, not (i) directly or indirectly, offer, pledge, announce the intention to sell, 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 dispose of, directly or dispose indirectly, or file with the Commission a registration statement under the Act relating to, any shares of any share of Common Stock or any securities convertible into or exchangeable or exercisable for any shares of Stock, or exchangeable for Common Stock publicly disclose the intention to make any offer, sale pledge, disposition or file any registration statement under the 1933 Act with respect to any of the foregoingfiling, whether such registration statement is on behalf of the Company or any selling stockholder 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 X.X. Xxxxxx, the Forward Purchaser and the Forward Seller for a period beginning on the date hereof and ending 90 days after the Closing Date (the “Lock-Up Period”), other than (A) any Company Shares issued and sold pursuant to the Securities to be sold hereunderterms hereof, (B) any shares of Common Stock issued by and delivered pursuant to the Company upon the exercise of an option Forward Sale Agreement or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectusany Additional Forward Sale Agreement, (C) any shares of Common Stock of the Company issued upon the exercise of options previously granted or options to purchase Common Stock granted delivered upon the lapsing of restrictions on restricted stock units under the Company’s omnibus incentive plan, (D) grants of restricted stock, performance shares and phantom stock pursuant to the existing 2004 Safety-Kleen Equity PlanCompany’s omnibus incentive plan, as amended, referred to in the Prospectus or (DE) any shares offers and sales of Common Stock issued by pursuant to the Company in connection with Company’s dividend reinvestment and direct stock purchase plan, retirement savings plan and non-qualified deferred compensation plan and (F) the acquisition filing of any assets registration statement under the Act on Form S-8 or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant Form S-3 with respect to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that any such shares are subject in writing to the restrictions on transfer set forth hereinplan. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of or publicly disclose the Company intention to make any offer, sale, pledge, disposition or any selling stockholder 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. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Class A Common Stock Shares issued or options to purchase Class A Common Stock Shares granted pursuant to employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares Class A Common 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 Stock issued 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, or (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 acquisition filing of a registration statement with respect to, and the making of any assets public announcement in respect of, or equity disclosing the intent to engage in, such acquisition, joint venture or merger and related issuance of one or more businessessecurities; provided that, provided that in the maximum number case of shares (1) and (2) of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15F), any recipient of such securities representing greater than 10% of the shares 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 B, 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 Stock outstanding on Shares until the date expiration of the Prospectusperiod referred to above, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinexceptions stated above. 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 180-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 180-day restricted period, the Company announces that it will release earnings results 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue referred to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventabove.
Appears in 1 contract
Samples: Underwriting Agreement (MGM Growth Properties Operating Partnership LP)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxx 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxx Xxxxxxx waives, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Ship Finance International LTD)
Restriction on Sale of Securities. During a period of 180 60 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the 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 lend or otherwise transfer or dispose of any share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safetyany non-Kleen Equity Plan, as amended, employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by upon the conversion of securities of the Company referred to in connection with the acquisition of any assets or equity of one or more businessesRegistration Statement, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1x) during the last 17 days of the 180-day restricted period Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2y) prior to the expiration of the 180-day restricted periodRestricted Period, the Company announces that it will release earnings 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 180-day restricted periodRestricted Period, the restrictions imposed in this clause (ji) above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, provided, however, that no such extension will apply if, within three business days prior to the 15th calendar day prior to the expiration date of the Restricted Period, the Company delivers a certificate, signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139 promulgated under the 1933 Act. The Company will provide the Representatives and each individual subject to the Restricted Period pursuant to the lock-up letters described in Section 5(k) below with prior notice of any such announcement that gives rise to an extension of the Restricted Period.
Appears in 1 contract
Samples: Underwriting Agreement (National Health Investors Inc)
Restriction on Sale of Securities. During a period of 180 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 the RepresentativesXxxxxxx 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to under the existing 2004 Safety-Kleen Equity Plancurrent employee benefit plans of the Company, as amended, referred to in (C) the Prospectus or (D) any issuance by the Company of shares of Common Stock issued by in exchange for or upon conversion of outstanding securities of the Company that are described in the Registration Statement or the Prospectus in accordance with their terms, (D) the issuance of shares of capital stock of the Company in connection with acquisitions made in the acquisition ordinary course of any assets business or equity (E) the filing with the Commission of one or more businesses, provided that a universal shelf registration statement on Form S-3 covering the maximum number registration of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% $350,000,000 of the shares of Common Stock outstanding on Company's securities under the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein1933 Act. Notwithstanding the foregoing, if (1) during the last 17 eighteen (18) days of the 180-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 180-day restricted period, Restricted Period the Company announces that it will release earnings 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 180-day restricted periodRestricted Period, the restrictions imposed in by this clause (jSection 3(i) shall continue to apply until the expiration of the 1819-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventrelease.
Appears in 1 contract
Samples: Underwriting Agreement (Superior Energy Services Inc)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the RepresentativesUBS, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Prospectus, as any such plan may be amended from and after the date hereof with the approval of the stockholders of the Company, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless UBS waives such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the The Company will notagrees that, without the prior written consent of the RepresentativesRepresentative, it shall not, during the period commencing on the date hereof and ending on 60 days from the date of the Prospectus (the “Lock-Up Period”): (i) directly or indirectly, 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, any share 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, whether such registration statement is on behalf of the Company or any selling stockholder Stock; or (ii) enter into any swap or any other agreement 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 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 (AMoreover, unless FINRA Rule 2711(f)(4) the Securities to be sold hereunderand New York Stock Exchange Rule 472(f)(4) are inapplicable, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 180initial Lock-day restricted period Up Period, the Company issues an releases earnings release results or announces material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180initial Lock-day restricted periodUp Period, the Company announces that it will release earnings 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 180initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) shall continue to apply Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence announcement of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Company may, without the prior written consent of the Representative, (A) issue and sell the Shares under this Agreement, (B) issue shares of Common Stock, options, or other securities or rights pursuant to any employee or director compensation, option, dividend reinvestment plan, savings, benefit or other plan or arrangement of the Company existing as of the date of this Agreement, (C) issue shares of Common Stock upon exercise, conversion or exchange of any securities or obligations outstanding on the date of this Agreement, and (D) issue shares of Common Stock pursuant to the Company’s Dividend Reinvestment Plan.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Xxxxxxx, 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each stockholder subject to the Lock-Up Agreement with prior notice of any such announcement that gives rise to an extension of the 180-day period.
Appears in 1 contract
Samples: Purchase Agreement (Prestige Brands Holdings, Inc.)
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 without the prior written consent of the Representatives; 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 Stock or securities convertible, exercisable or exchangeable into 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 the Representatives and (z) no such confidential or non-public submission shall become a publicly filed registration statement during the 60-day restricted period. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CB) any shares of Common Stock issued or and options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit, equity incentive or employee stock purchase plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Registration Statement, the General Disclosure Package and the Prospectus, (C) the filing of any registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any plan referred to in clause (B) of this Section 3(h), (D) any shares of Common Stock issued by pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Company Registration Statement, the General Disclosure Package and the Prospectus, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock during the 60-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 60-day restricted period and (F) the issuance of up to 5% of the outstanding shares of Common Stock in connection with the acquisition of any the assets of, or a majority or controlling portion of the equity of one of, or more businesses, provided that a joint venture with another entity in connection with the maximum number of shares of Common Stock issued acquisition by the Company pursuant to Blue Bird Parties or any of its subsidiaries of such entity; provided in the case of this clause (DF) may not exceed 15% the transferee of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject agrees to be bound in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSection 3(h).
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesDeutsche 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 ProspectusRegistration 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 existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will issue an earnings release earnings 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 18060-day restricted period, the restrictions imposed in this clause section (j3)(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 either (x) Deutsche Bank waives, in writing, such extension or (y) the Common Stock constitutes “actively traded securities” within the meaning of FINRA Rule 2711(f)(4).
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesUnderwriters, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) shares of Common Stock issuable in the Merger, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (CD) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee compensation or benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus provided that any such options granted after the date hereof shall not vest and become exercisable within the 90-day period referred to above, as may be extended pursuant to the succeeding sentence, or (DE) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause any non-employee director stock plan or dividend reinvestment plan. In the event that either (Di) may not exceed 15% of during the shares of Common Stock outstanding period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-day restricted period and ends on the last day of the 90-day 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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed set forth in this clause (j) shall paragraph will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Underwriters of any earnings releases, news or events that may give rise to an extension of the initial restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesPlacement Agent, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 Units to be sold by the Company hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by Registration Statement, the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Placement Agency Agreement (Synthetic Biologics, Inc.)
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 Class A Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the Company may make the restricted stock unit grants described in the Prospectus and file a registration statement on Form S-8 with respect to the Company’s equity incentive plan filed as an exhibit to the Registration Statement. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Class A Common Stock issued or options to purchase Class A Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (DC) any shares of Class A Common Stock issued by pursuant to any exiting non-employee director stock plan referred to in the Company in connection Prospectus. Notwithstanding the foregoing (and except with respect to the acquisition of any assets or equity of one or more businesses, provided that the maximum number issuance of shares of Class A Common Stock issued by the Company in exchange for units in NBP LLC pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoingExchange Agreement), if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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 to, any of the foregoing, whether 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 is on behalf of the Company or any selling stockholder 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, (B) the shares of Common Stock to be issued pursuant to the Merger Agreement, (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 exercisable for Common Stock, which securities are outstanding on the date hereof and referred to in the Prospectushereof, (C) any shares the grant of Common Stock issued or options to purchase Common Stock granted equity incentives pursuant to plans in effect as of the existing 2004 Safety-Kleen Equity Plandate hereof, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition filing of any assets registration statement on Form S-8 (or equity of one or more businesses, provided that amendment thereto) (E) the maximum number issuance of shares of Common Stock issued by the Company pursuant as consideration in acquisitions up to this clause (D) may not exceed 15a maximum of 10% of the outstanding Common Stock as of the date hereof and (F) the entry into any agreement to issue shares of Common Stock outstanding on the date of the Prospectusin any acquisition, and provided further that such which shares are subject not in writing to fact issued during such 60 day period. For the restrictions on transfer set forth herein. Notwithstanding the foregoingavoidance of doubt, if (1this Section 3(f) during the last 17 days of the 180-day restricted period does not prohibit the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration from effecting any purchases of the 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventCommon Stock.
Appears in 1 contract
Samples: Fidelity National Financial, Inc.
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesGlobal 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 hereunderhereunder or under the International 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 outstanding on the date hereof and referred to in the ProspectusProspectuses, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Prospectuses, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued acquisitions by the Company pursuant to this Company; provided that, in the case of clause (D) may not exceed 15% of ), it shall be a condition to such stock issuance that the third party receiving such shares of Common Stock outstanding executes a lock-up agreement on substantially the same terms as described above for a period expiring 90 days from the date of the Prospectus, Prospectus and provided there shall be no further that transfer of such shares are subject except in writing to accordance with the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days provisions of the 180such lock-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventup agreement.
Appears in 1 contract
Samples: Dial Corp /New/
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesBarclays, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 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 securitiesLock-Up Securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (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 outstanding on the date hereof and referred to in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus or (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by Registration Statement, the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will issue an earnings release earnings 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 180Lock-day restricted periodUp Period, the restrictions imposed in this clause (ji) 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 Barclays waives, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Sapiens International Corp N V)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesCitigroup Global Markets Inc., Xxxxxxx and Wachovia, (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 otherwise transfer or dispose of or transfer any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file file, or cause to be filed, any registration statement or prospectus under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock the securities issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on purchase agreement dated the date of the Prospectus, and provided further that such shares are subject in writing hereof with respect to the restrictions on transfer set forth hereinConcurrent Debt Offering. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Citigroup Global Markets Inc., Xxxxxxx and Wachovia waive, in writing, such extension.
Appears in 1 contract
Samples: Purchase Agreement (Ceradyne Inc)
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share 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 foregoinggrant of options pursuant to option plans existing on the date hereof), whether such registration statement is on behalf of the Company or any selling stockholder or (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, (Bii) any the Mandatory Convertible Preferred Stock offered in the Mandatory Convertible Preferred Stock Offering, (iii) shares of the Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock, (iv) 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 the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued employee benefit plan assumed by the Company in connection with any such acquisition, or (viii) the acquisition issuance of any assets shares of Common Stock, of restricted stock awards or equity of one options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or more businessesother strategic transactions; provided that, provided that in the maximum case of immediately preceding clauses (vii) and (viii), the aggregate number of shares of Common Stock and restricted stock awards issued by in connection with, or issuable pursuant to the Company exercise of any options issued in connection with, all such acquisitions and other transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Shares pursuant to this clause (D) may not exceed 15% Agreement and the recipients of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject or Securities agrees in writing to be bound by the restrictions on transfer set forth herein. Notwithstanding same terms described in the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.agreement attached hereto as Exhibit A.
Appears in 1 contract
Samples: Danaher Corp /De/
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by as consideration for the Company upon acquisition of another business entity, provided that such shares of Common Stock do not exceed five (5) percent of the exercise Company’s then outstanding shares of an Common Stock; further provided that the recipient of such shares shall have agreed in writing not to sell, offer, dispose of or otherwise transfer any such shares during such 90-day period without the prior written consent of the Representatives and (B) shares of Common Stock or options to be issued pursuant to employee benefit plans, qualified stock option plans or warrant other employee compensation benefit plans or the conversion of a security pursuant to currently outstanding options, warrants or rights existing on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by after the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company date hereof pursuant to this clause (D) may not exceed 15% employee benefit plans, qualified stock option plans or other employee compensation plans that are currently in effect as of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinhereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided that, for the avoidance of doubt, in no event shall any restrictions imposed in this clause (i) continue beyond 124 days from the date of the Prospectus.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within 90-day restricted period referred to above, (D) any shares of Common Stock issued by the Company in connection with the acquisition of pursuant to any assets non employee director stock plan or equity of one dividend reinvestment plan, or more businesses, provided that the maximum number of (E) any shares of Common Stock issued by in connection with the Company pursuant to this clause Company’s acquisition of Central Jersey and in accordance with the Merger Agreement. In the event that either (Di) may not exceed 15% of during the shares of Common Stock outstanding period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs and/or subsidiaries occurs, or (2ii) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from beginning on the date of this Agreement and ending 90 calendar days from such date (the Prospectus“90-Day Restricted Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within the 90-Day Restricted Period referred to above, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause any non employee director stock plan or dividend reinvestment plan. In the event that either (Di) may not exceed 15% of during the shares of Common Stock outstanding period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Prospectus, 90-Day Restricted Period and provided further that such shares are subject in writing to the restrictions ends on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days day of the 18090-day restricted period Day Restricted Period, the Company issues an earnings release or release, the Company issues material news or a material event relating to the Company occurs and/or subsidiaries occurs, or (2ii) prior to the expiration of the 18090-day restricted periodDay Restricted Period, the Company announces that it will release earnings 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 18090-day restricted periodDay Restricted Period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 forty five (45) days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 ; provided, however, that (A) the Securities to be sold hereunder, Company may offer and issue its Common Stock under the Company’s Amended and Restated 2004 Stock Option and Incentive Plan (as amended) and (B) any shares of the Company may offer and issue Common Stock issued by or Units in the Company upon Partnership as consideration for the exercise of an option or warrant Company’s or the conversion Partnership’s acquisition of a security outstanding on the date hereof and referred to real property but only if, in the Prospectuscase of (B) above, (C) the holders of such shares or Units agree in writing not to sell, offer, dispose of or otherwise transfer any such shares of Common Stock issued or options to purchase Common Stock granted pursuant to Units during such 45-day period without the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% prior written consent of the shares of Common Stock outstanding on Representatives (which consent may be withheld at the date sole discretion of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinRepresentatives). Notwithstanding the foregoing, if (1) during the last 17 days of the 18045-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 18045-day restricted period, the Company announces that it will release earnings 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 18045-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 ADSs and Brazilian Shares to be sold hereunder, (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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Registration Statement, the General Disclosure Package and the Prospectus, or (D) any shares of Common Stock Shares issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; provided, that the Company may, without the prior written consent of the Representatives file or cause the filing of a registration statement is on behalf of under the Company 1933 Act, or any selling stockholder a post-effective amendment or related prospectus supplement to an existing registration statement, to establish or re-establish an “at the market” equity distribution program 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 swaps are to be settled by delivery of Class A 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, (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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Class A Common Stock Shares issued or options to purchase Class A Common Stock Shares granted pursuant to employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares Class A Common 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 Stock issued 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 acquisition filing of a registration statement with respect to, and the making of any assets public announcement in respect of, or equity disclosing the intent to engage in, such acquisition, joint venture or merger and related issuance of one or more businessessecurities; provided that, provided that in the maximum number case of shares (1) and (2) of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15F), any recipient of such securities representing greater than 10% of the shares 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 Stock outstanding on 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 ProspectusSales Agreement or (H) any communications by MGM, the Company and provided further that such shares are subject in writing the Operating Partnership relating to the restrictions on transfer set forth hereinwaiver, 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 180-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 180-day restricted period, the Company announces that it will release earnings results 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue referred to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventabove.
Appears in 1 contract
Samples: Agreement (MGM Growth Properties Operating Partnership LP)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share of Common Stock Share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding ; notwithstanding the foregoing, if (1A) during the last 17 days of the 18090-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 (2B) prior to the expiration of the 18090-day restricted lock-up period, the Company announces that it will release earnings 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 18090-day restricted lock-up period, the restrictions imposed in by this clause (jSection 1(b)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any Common Shares to be issued pursuant to the Company’s Employee Share Purchase Plan or (D), the Common Shares issued and options granted to employees, and options granted to directors as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The Company shall provide the Representatives prior written notice of any release or announcement that could give rise to any extension of the lock-up period, and the Representatives shall give the Company written notice of any extension of the lock-up period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safetyany non-Kleen Equity Plan, as amended, employee director stock plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) the filing of (but not sales under) any shares of Common Stock issued by registration statement on Form S-8 under the Company in connection 1933 Act with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing respect to the restrictions on transfer set forth hereinforegoing clauses (B) and (C). Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxxx, 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity NBC Capital Corporation 2001 Long Term Incentive Compensation Plan or the NBC Capital Corporation 2003 Long Term Incentive Compensation Plan, as amended, or any other existing employee benefit plans of the Company referred to or incorporated by reference in the Prospectus Prospectus, or (D) any shares of Common Stock issued by the Company in connection transfer, sale or other disposition with the acquisition prior written consent of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinXxxxx Xxxxxxxx. 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 180-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 180-day restricted periodRestricted Period, the Company announces that it will release earnings 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 180-day restricted periodRestricted Period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of the initial restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, Prospectus the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Citigroup, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option hereunder or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% registration of the shares of Common Stock outstanding on reserved under the date of the Prospectus, and provided further that such shares are subject in writing Company’s existing equity compensation plan or to the restrictions on transfer set forth hereinissuance by the Company of shares of its Common Stock or grant of options or other incentive awards under the Company’s existing equity compensation plan. Notwithstanding the foregoing, if (1A) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2B) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Purchase Agreement (Danaos Corp)
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, General Disclosure Package and the Prospectus or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, any dividend reinvestment plan referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will issue an earnings release earnings 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 180-day restricted period, the restrictions imposed in this clause (ji) 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 the Representatives waive, in writing, such extension. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 5(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least two 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 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 (Special Value Continuation Fund, LLC)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 share shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 shares of Common Stock, whether any such swap 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. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an any option or warrant or the conversion of a security outstanding on the date hereof and referred to in the ProspectusRegistration Statement, the Prospectus and the Disclosure Package, (C) any grants pursuant to the Vectren Corporation At-Risk Compensation Plan originally adopted by the Board of Directors of the Company on January 24, 2001, pursuant to which 5,350,000 shares of Common Stock have been reserved for issuance and amended and restated on February 22, 2006, (D) Settlement Shares issued or options to purchase Common Stock granted by the Company pursuant to the existing 2004 Safety-Kleen Equity PlanForward Agreement, as amended, referred to in the Prospectus or (DE) any shares of Common Stock issued by the Company in connection with the acquisition of pursuant to any assets or equity of one or more businesses, provided defined contribution retirement savings plans that the maximum number Company maintains and that are qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended, and (F) any shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinCompany’s dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (jl) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Purchase Agreement (Vectren Corp)
Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, any dividend reinvestment plan referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18045-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 18045-day restricted period, the Company announces that it will issue an earnings release earnings 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 18045-day restricted period, the restrictions imposed in this clause (jSection 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than (i) pursuant to equity incentive plans existing on the date of this Agreement, (ii) upon the conversion, exercise or exchange of convertible, exercisable or exchangeable securities outstanding as of the date of this Agreement or (iii) pursuant to any existing “earn-out” or similar provisions contained in any agreement to which the Company is a party as of the date of this Agreement) or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such foregoing (except for the filing of a registration statement is on behalf Form S-8 with respect to the additional shares of Common Stock issuable under the Company’s Amended and Restated 2008 Stock Omnibus Equity Compensation Plan as a result of the Company or any selling stockholder approval of the amendment and restatement thereof by the Company’s stockholders on December 3, 2014) 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 for the sale of, or lend or otherwise transfer or dispose of any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock Shares, whether owned as of the date hereof or file 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 foregoingforegoing (collectively, whether such registration statement is on behalf of the Company or any selling stockholder “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 or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued by pursuant to the Company upon the exercise of an option Company’s 2009 Equity Incentive Plan or warrant or the conversion of a security outstanding on the date hereof and referred to dividend reinvestment plan in each case, as described in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus and (C) any shares Common Shares issued in connection with the acquisition of Common Stock property or assets or upon conversion of securities issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets property or equity of one or more businessesassets, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject recipient thereof agrees in writing to be bound by the restrictions on transfer set forth hereinin this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the 18045-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 18045-day restricted period, the Company announces that it will release earnings 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 18045-day restricted period, the restrictions imposed in this clause (jm) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in Section 5(k) 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 180 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 for the sale of, or lend or otherwise transfer or dispose of any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock Shares, whether owned as of the date hereof or file 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 foregoingforegoing (collectively, whether such registration statement is on behalf of the Company or any selling stockholder “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 or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Shares issued by pursuant to the Company upon the exercise of an option Company’s 2009 Equity Incentive Plan or warrant or the conversion of a security outstanding on the date hereof and referred to dividend reinvestment plan in each case, as described in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus and (C) any shares Common Shares issued in connection with the acquisition of Common Stock property or assets or upon conversion of securities issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets property or equity of one or more businessesassets, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject recipient thereof agrees in writing to be bound by the restrictions on transfer set forth hereinin this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the 18030-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 18030-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day 16‑day period beginning on the last day of the 180-day 30‑day restricted period, the restrictions imposed in this clause (jm) shall continue to apply until the expiration of the 18-day 18‑day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives and each individual subject to the restricted periods pursuant to the lock-up agreements described in Section 5(j) 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 180 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will notneither Transaction Entity will, without the prior written consent of the Representatives, 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 lend or otherwise transfer or dispose of any share of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including, without limitation, OP Units) or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (DC) any shares of Common Stock Shares issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee trustee share plan or distribution reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will issue an earnings release earnings 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 180Lock-day restricted periodUp Period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxx Xxxxxxx and Xxxxxxx 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or provided that such options shall not be vested and exercisable within the 90-day period referred to above, (D) any shares of Common Stock issued by the Company in connection with the acquisition of pursuant to any assets existing and disclosed non-employee director stock plan or equity of one or more businessesdividend reinvestment plan, provided that the maximum number of (E) any shares of Common Stock issued by or options to purchase Common Stock granted in the form of an inducement grant to a newly-hired employee, provided that, if such newly-hired employee has been hired as or becomes an executive officer of the Company pursuant to this clause (D) may not exceed 15% of within the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-day restricted period following the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) Closing Date, prior to the expiration of the 180-day restricted periodsuch issuance or grant, the Company announces that it will release earnings results shall have caused the recipient of such Common Stock or becomes aware that material news options to purchase Common Stock to enter into an agreement substantially in the form of Exhibit C hereto or (F) a material event will occur during registration statement on Form S-8 with respect to an amendment to increase the 16-day period beginning on the last day number of shares available under an existing equity compensation plan of the 180-day restricted period, Company specifically referred to in the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventProspectus.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within 90-day restricted period referred to above, (D) any shares of Common Stock issued by the Company in connection with the acquisition of pursuant to any assets non employee director stock plan or equity of one dividend reinvestment plan, or more businesses, provided that the maximum number of (E) any shares of Common Stock issued by in connection with the Company pursuant to this clause Company’s acquisition of Republic First and in accordance with the Merger Agreement. In the event that either (Di) may not exceed 15% of during the shares of Common Stock outstanding period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs and/or subsidiaries occurs, or (2ii) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 45 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (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 share 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 or prospectus under Canadian Securities Laws with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 to be issued or sold hereunder, (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 outstanding on the date hereof and referred to in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectuses, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to the Company’s existing 2004 Safety-Kleen Equity Plan, as amended, stock option plan referred to in the Prospectus Registration Statement, the General Disclosure Package and the Prospectuses, or (D) any shares of Common Stock Shares issued by at an effective price per Common Share not less than the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% initial public offering price of the shares of Common Stock outstanding Units set forth on the date cover pages of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinProspectuses. Notwithstanding the foregoing, if (1) during the last 17 days of the 18045-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 18045-day restricted period, the Company announces that it will issue an earnings release earnings 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 18045-day restricted period, the restrictions imposed in this clause (ji) 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 the Underwriter waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, each of Mxxxxxx Lxxxx and Mxxxxx Sxxxxxx (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus; provided, however, that the purchaser or recipient of such shares of Common Stock is subject to a lock-up agreement between such securityholder and either Mxxxxxx Lxxxx and Mxxxxx Sxxxxxx, as Representatives of the Underwriters, or the Company, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any that are not outstanding on the date hereof; provided, however, that the recipient of such shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of options to purchase Common Stock issued by the Company pursuant is subject to this clause (D) may not exceed 15% a lock-up agreement between such securityholder and either Mxxxxxx Lxxxx and Mxxxxx Sxxxxxx, as Representatives of the shares of Common Stock outstanding on Underwriters, or the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinCompany. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless each of Mxxxxxx Lxxxx and Mxxxxx Sxxxxxx waive such extension.
Appears in 1 contract
Samples: Purchase Agreement (Replidyne Inc)
Restriction on Sale of Securities. During a period of 180 30 days from the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (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 existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the General Disclosure Package and the Prospectus or (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus), (D) any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement or (E) any OP Units issued by the Company 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 assets or equity of one or more businessesOption Securities), provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% recipients of the shares 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 Common Stock outstanding on or otherwise transfer any such OP Units during the date remainder of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 1630-day period beginning on without the last day prior written consent of the 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventRepresentatives.
Appears in 1 contract
Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, (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, pledge, sell, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or enter into a transaction that would have the same effect, (ii) offer, sell, contract to sell, grant contract to purchase any option, right or warrant to purchase Lock-Up Securities, or otherwise transfer or dispose of any share of Common Stock or any securities convertible enter into or exercisable or exchangeable for Common Stock or file any registration statement under a transaction that would have the 1933 Act with respect to any of the foregoingsame effect, whether such registration statement is on behalf of the Company or any selling stockholder 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, any of the economic consequence consequences of ownership of the Common StockLock-Up Securities, whether any such swap or aforementioned transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securitiesthe Lock-Up Securities, in cash or otherwise. The foregoing sentence shall not apply , or (iv) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC, except for (A) the sale by the Company of the Offered Securities to be sold hereunderunder this Agreement, (B) any shares the issuance of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted Lock-Up Securities pursuant to the existing 2004 Safety-Kleen Equity Planexercise by directors, as amended, referred to employees or consultants (or their estates or other permitted successors in the Prospectus interest) of stock options or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or other equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock awards outstanding on the date of this Agreement, (C) grants of stock options, restricted stock or other equity awards pursuant to the Prospectusterms of an employee or director benefit or compensation plan in effect on the date of this Agreement, (D) the issuance of Lock-Up Securities or other rights to acquire Securities that the Company may issue in connection with acquisitions, provided that (x) the aggregate number of shares of Lock-up Securities or rights shall not exceed 5% of the outstanding Securities on the date of this Agreement and provided further that (y) the recipients of such shares are subject Lock-up Securities agree in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoingbe subject to similar restrictions, if and (1E) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of Lock-Up Securities pursuant to the earnings release or Company’s Dividend Reinvestment and Stock Purchase Plan. The initial Lock-Up Period will commence on the occurrence date of the material news Prospectus Supplement and continue for 90 days or material eventsuch earlier date that Credit Suisse Securities (USA) LLC consents to in writing.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (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), (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 outstanding on the date hereof and referred to in the ProspectusRegistration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in General Disclosure Package and the Prospectus or (DF) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock Ordinary Shares issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on Company’s Employee Share Purchase Plan as described in the date of Registration Statement, the General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Underwriting Agreement (Theravance Biopharma, Inc.)
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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 Securities Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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, (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 outstanding on the date hereof and referred to in the Prospectus, (CB) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing or proposed employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Prospectus, (C) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan, or (D) any shares of Common Stock Shares or securities convertible into Common Shares issued by the Company in connection with the an acquisition of any assets or equity of one or more businessesbusiness combination, provided that the maximum aggregate number of shares of Common Stock Shares issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period shall not exceed 20% of the total number of Common Shares issued and outstanding at the Closing Time. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 4 or a lock-up letter described in Section 6(m) hereof for an officer or director of the Company issues an earnings and provide the Company with notice of the impending release or material news or a material event relating to waiver in the Company occurs or (2) prior to form of Exhibit D at least three business days before the expiration effective date of the 180-day restricted periodrelease or waiver, the Company announces that it will agrees to announce the impending release earnings results or becomes aware that material waiver by a press release substantially in the form of Exhibit E 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 effective date of the 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventwaiver.
Appears in 1 contract
Samples: Underwriting Agreement (James River Group Holdings, Ltd.)
Restriction on Sale of Securities. During For a period of 180 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 the RepresentativesCredit 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 exemption afforded by Section 4(2) of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is Securities Act to cease 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant applicable to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% offer and sale of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSecurities.
Appears in 1 contract
Restriction on Sale of Securities. During a For the period of 180 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, 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, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic 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 meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representatives; provided, (i) directly or indirectlyhowever, offer, pledge, sell, contract that the Company shall be permitted to sell, sell any option or contract issue an aggregate of 793,988 shares of Lock-Up Securities to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose certain of any the current holders of share of Common its Class B common stock in exchange for their shares of Class B common stock in accordance with that certain Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under Repurchase and Exchange Agreement, dated as of May 9, 2007, between the 1933 Act with respect to any Company and the holders of the Class B common stock listed on Schedule A thereto. The foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 however will not apply to (A) 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 be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant such options or the conversion exercise of a security 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 Prospectuswriting; provided, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Planhowever, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180initial 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 180initial Lock-day restricted periodUp Period, the Company announces that it will release earnings 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 180initial Lock-day restricted periodUp Period, then in each case the restrictions imposed in this clause (j) shall continue to apply Lock-Up Period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material materials news or material event, as applicable, unless the 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 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sellsell (including any short sale), 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 share of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (“Lock-Up Securities”) or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 , other than (Aa) the Securities to be sold hereunder, (Bb) the grant of options or other equity-based awards pursuant to the terms of a plan disclosed in the Registration Statement, or the issuance of any shares of Common Stock issued by the Company Ordinary Shares upon the exercise of an option such options or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safetyother equity-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businessesbased awards, provided that the maximum number recipient of shares of Common Stock issued by such options or other equity-based awards (to the Company pursuant to this clause (D) may not exceed 15% of extent that such options or other equity-based awards shall vest within the shares of Common Stock outstanding on period ending 180 days after the date of the Prospectus) or such Ordinary Shares shall execute and deliver a lock up agreement substantially in the form of Exhibit A hereto prior to receiving such options, equity-based awards or Ordinary Shares unless such recipient has previously executed such agreement, (c) the filing by the Company of a registration statement on Form S-8 or a successor form thereto solely with respect to the Company’s benefit plans disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the 1934 Act, for the repurchase of Ordinary Shares, provided further that such shares are subject in writing to plan does not provide for the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) repurchase of Ordinary Shares during the last 17 days of the 180-day restricted period and no public announcement or filing under the 1934 Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company issues an earnings release or material news any other person, (e) the issuance of Ordinary Shares or securities exercisable for, convertible into or exchangeable for Ordinary Shares in connection with any acquisition, collaboration, licensing or other joint venture or strategic transaction or any debt financing transaction involving the Company; provided that in the case of clause (e), that such issuances shall not be greater than 10% of the Securities to be sold hereunder and the recipients of such Securities agree to be bound by a material event relating lock up agreement substantially in the form of Exhibit A hereto, (f) the transfer of Ordinary Shares to the Company occurs by Stichting ProQR Therapeutics Participation (“ESOP Foundation”), which is the foundation holding Ordinary Shares in the capital of the Company for the purpose of the Company’s existing employee stock option plan (the “Existing ESOP”), in connection with the termination of the ESOP Foundation’s role in connection with the Existing ESOP prior to completion of the Offering, (g) an issue, repurchase, transfer or (2) cancellation of Ordinary Shares or depositary receipts in connection with any transfer in connection with the restructuring of the issued share capital of the Company related to the rebalancing between holders of Ordinary Shares or between holders of Ordinary Shares and the Company, in connection with a reverse stock split prior to the expiration completion of the 180-day restricted periodOffering and only to realize the appropriate share capital and par value of the Ordinary Shares at the time of completion of the Offering, that has been approved by the Underwriters, which approval shall not be unreasonably withheld, (h) the granting of a call option to a protective foundation to be set up to protect the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during from possible threats to the 16-day period beginning on the last day strategy, continuity, independence and/or identity of the 180-day restricted periodCompany or the business connected with it (the “Protective Call Option”), the restrictions imposed in this clause or (ji) shall continue to apply until the expiration of the 18-day period beginning on the issuance of preferred shares pursuant to the earnings release or the occurrence exercise of the material news or material eventProtective Call Option in accordance with its terms.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or warrant, the conversion of a security or the vesting of a restricted stock unit outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) 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 existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the General Disclosure Package and the Prospectus or (D) any shares of Common Stock Ordinary Shares issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, during the 90-day restricted period, the Company will not waive any provisions under any agreements between the Company and any of its security holders (including option holders) that prohibit the sale, transfer, assignment, pledge or hypothecation by such holder of any of the Company’s securities, unless the Representatives otherwise consent in writing. In addition, the Company will direct its transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such existing “lock-up” agreements for the duration of the periods contemplated in such agreements.
Appears in 1 contract
Samples: Purchase Agreement (Tornier N.V.)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and JPMorgan, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the ProspectusRegistration Statement, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Registration Statement, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan or (DE) any shares of Common Stock issued by the Company in connection with the acquisition of to acquire any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Form of Underwriting Agreement (NxStage Medical, Inc.)
Restriction on Sale of Securities. During a period of 180 45 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; provided, that the Company may, without the prior written consent of the Representatives file or cause the filing of a registration statement is on behalf under the 1933 Act, of a post-effective amendment to a registration statement, to establish an “at the Company or any selling stockholder market” equity distribution program 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. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Class A Common Stock Shares issued or options to purchase Class A Common Stock Shares granted pursuant to employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares Class A Common 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 Stock issued 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 issuance of securities convertible into, or exercisable or exchangeable for, Class A Common Shares pursuant to the Master Transaction Agreement, dated as of May 28, 2018, relating to the acquisition of assets of Empire City Casino, or (G) 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 acquisition filing of a registration statement with respect to, and the making of any assets public announcement in respect of, or equity disclosing the intent to engage in, such acquisition, joint venture or merger and related issuance of one or more businessessecurities; provided that, provided that in the maximum number case of shares (1) and (2) of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15G), any recipient of such securities representing greater than 10% of the shares 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 B, and, provided further, that in the case of issuances of securities to MGM or its affiliates pursuant to clause (G), MGM, or such affiliates, shall further agree not to convert or exchange any of its Operating Partnership Units into Class A Common Stock outstanding on Shares until the date expiration of the Prospectusperiod referred to above, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinexceptions stated above. 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 180-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 180-day restricted period, the Company announces that it will release earnings results 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue referred to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventabove.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safetyany non-Kleen Equity Planemployee director stock plan, as amended, referred to in the Prospectus dividend reinvestment plan or direct investment plan or (D) any shares of Common Stock issued by upon exchange or retraction of the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of exchangeable shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock Spectra Energy Canada Exchangeco Inc. outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinhereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 180Lock-day restricted period Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will release earnings 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 180Lock-day restricted periodUp Period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will issue an earnings release earnings 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 18060-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxxx Xxxxx and Deutsche Bank waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued issuances by the Company upon the exercise of an option or warrant or other right or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and Prospectus, (C) any shares of Common Stock issued issuances or options to purchase Common Stock granted grants pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) issuances or grants pursuant to any shares non-employee director stock plan or dividend reinvestment plan or (E) the issuance of Common Stock issued by the Company or other securities or rights in connection with the acquisition of any assets acquisitions, joint ventures, collaborations or equity of one other operational or more businessesstrategic transactions, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject recipient agrees in writing to be bound by the restrictions on transfer set forth terms of Section 3(j) herein for the duration of the 90-day period referenced herein. Notwithstanding the foregoing, if and subject to the conditions below, the Company may transfer any Common Stock without the prior written consent of the Representatives, provided that (1) during the last 17 days Representatives receive a signed lock-up agreement for the balance of the 180-day restricted lockup period from each donee, trustee, distributee, or transferee, as the Company issues an earnings release or material news or a material event relating to the Company occurs or case may be, (2) prior any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the expiration of the 180-day restricted periodCommission, or otherwise and (4) the Company announces that it will release earnings results does not otherwise voluntarily effect any public filing or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.report regarding such transfers:
Appears in 1 contract
Samples: Purchase Agreement (Broadpoint Gleacher Securities Group, Inc.)
Restriction on Sale of Securities. During a period of 180 days from the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of the RepresentativesKeefe 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or incorporated by reference therein, or (D) any shares transfer, sale or other disposition with the prior written consent of Common Stock issued Keefe Bruyette. Keefe Bruyette agrees, for the benefit of the other Rexxxxxnxxxxxxx, ix xxxlxxxxxx, 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 Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinRepresentatives. 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 180-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 180-day restricted periodRestricted Period, the Company announces that it will release earnings 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 180-day restricted periodRestricted Period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs.
Appears in 1 contract
Restriction on Sale of Securities. During a The Restricted Party hereby agrees and covenants that, it will not, during the period of 180 days from the date of the Prospectus, Closing and ending six (6) months following the Company will not, without the prior written consent date of the RepresentativesClosing (the “Lock-Up Period”), (i) directly or indirectly, offer, lend, pledge, hypothecate, encumber, donate, assign, 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, directly or indirectly, any limited liability company interests of any share of Common Stock the Surviving Company or any equity interests of Surviving Pubco (including Surviving Pubco Class A Shares) received or retained as consideration under the Merger Agreement, including securities convertible into held in escrow or exercisable otherwise issued or exchangeable for Common Stock delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) or file any registration statement under the 1933 Securities Act with respect to any of the foregoingRestricted Securities, whether such registration statement is on behalf of the Company or any selling stockholder or (ii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockRestricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such swap or transaction described in clause clauses (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock or such other securities, Restricted Securities in cash or otherwise. The otherwise (any of the foregoing sentence shall not apply to described in clauses (A) the Securities to be sold hereunderi), (Bii) or (iii), a “Prohibited Transfer”). If any shares Prohibited Transfer is made or attempted contrary to the provisions of Common Stock issued by this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent and the Company upon shall refuse to recognize any such purported transferee of the exercise Restricted Securities as one of an option or warrant or its equity holders for any purpose. In order to enforce this Section 3, Parent and the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant Company may impose stop-transfer instructions with respect to the existing 2004 SafetyRestricted Securities of the Restricted Party until the end of the Lock-Kleen Equity PlanUp Period, as amended, referred to in the Prospectus or (D) well as include customary legends on any shares of Common Stock issued by the Company in connection with the acquisition of certificates for any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to Restricted Securities reflecting the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in under this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSection 3.
Appears in 1 contract
Samples: Company Sponsor Support Agreement (Thunder Bridge Acquisition LTD)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxxx, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (including any document incorporated by reference therein), (D) any shares of Common Stock issued by pursuant to any non-employee director stock plan or dividend reinvestment plan in effect as of the Company in connection with the acquisition date of this Agreement or (E) any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock offered, sold or issued in connection with an acquisition by or merger involving the Company pursuant Company; provided, however, with respect to this clause (D) may E), that such offer, sale or issuance shall not exceed be greater than 15% of the shares of Common Stock outstanding on the date of the Prospectussuch sale, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinoffer or issuance. Notwithstanding the foregoing, if in the event that either (1i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last 17 days day of the 18090-day restricted period and ends on the last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs (it being acknowledged and agreed that any announcement by the Company of the declaration or payment of regular quarterly cash dividends on common stock consistent with past practice shall not constitute material news or a material event), or (2ii) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed set forth in this clause (j) shall paragraph will continue to apply until the expiration of the 18-day period beginning date that is fifteen (15) calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Underwriters of any earnings releases, news or events that may give rise to an extension of the initial restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 for the sale or lend or otherwise transfer or dispose of or transfer any share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will issue an earnings release earnings 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 180-day restricted period, the restrictions imposed in this clause (ji) 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 waive, in writing, such extension. If , in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 5(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver 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 (Allison Transmission Holdings Inc)
Restriction on Sale of Securities. During a period of 180 60 days from the date of the ProspectusProspectuses, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share 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 or prospectus under Canadian Securities Laws with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 to be sold hereunder, (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 outstanding on the date hereof and referred to in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectuses, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Registration Statement, the General Disclosure Package and the Prospectuses or (D) any shares of Common Stock Shares issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinProspectuses. Notwithstanding the foregoing, if (1) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will issue an earnings release earnings 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 18060-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 share shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities Shares and Warrants to be sold hereunderhereunder and the Warrant Shares to be issued and sold upon exercise of the Warrants, (B) any shares of Common Stock issued by the Company upon the exercise of an option options or warrant warrants, or the conversion of a security other securities outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any equity awards granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) beginning on the 60h day of the Lock-Up Period, offers and sales of shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety“at-Kleen Equity Planthe-market” offering previously announced by the Company and conducted pursuant to the Registration Statement (the “ATM Offering”) in an amount not to exceed the amount of gross proceeds remaining available for offer and sale thereunder, (E) beginning on December 15, 2017, the filing by the Company of (i) one “shelf” registration statement on Form S-3 under the Securities Act or any amendments thereto (the “New Shelf Registration Statement”), which may be filed as amendedan extension of the Registration Statement or a new registration statement, referred to in the Prospectus Company’s sole discretion, provided that no offers or sales of shares of Common Stock, or any securities convertible, exercisable or exchangeable for Common Stock, under the New Shelf Registration Statement shall be permitted during the Lock-Up Period and (Dii) one registration statement under the Securities Act or any amendments thereto for the registration solely of the issuance of the Warrant Shares (and any other shares of Common Stock as may be issuable with respect to the Warrants as a result of the anti-dilution provisions contained in the Warrants) and (F) issuances of up to 500,000 shares of Common Stock, or any securities convertible, exercisable or exchangeable for Common Stock, issued by the Company in connection with the acquisition of any businesses, technologies, assets or equity Intellectual Property of one or more businessesanother entity, provided that that, in each case, the maximum number Representative shall have received an agreement substantially in the form of shares of Common Stock issued Exhibit C hereto signed by the Company pursuant to this clause (D) may not exceed 15% recipient of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventsecurities.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share depositary shares or any preferred equity securities of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock any such securities or file any registration statement under the 1933 Act with respect to any of the foregoingforegoing (provided, whether however, that the foregoing shall not apply to the filing by the Company of any pre-effective or post-effective amendments to the Company’s pending Form S-3 Registration Statement, Commission File No. 333-198921, or to the taking by the Company any other actions (including without limitation engaging in any related discussions or correspondence with the staff of the Commission) to cause such registration statement is on behalf of to be declared effective, provided that the Company shall not offer or sell any selling stockholder such securities pursuant to such registration statement during such 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 Stockany such 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 (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18030-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 18030-day restricted period, the Company announces that it will issue an earnings release earnings 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 18030-day restricted period, the restrictions imposed in this clause (ji) 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.)
Restriction on Sale of Securities. During a period of 180 ninety (90) days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 hereunderhereunder or under the Securities Purchase Agreement (as defined in Section 5(1) of this 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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus provided that such options shall not be vested and exercisable within the ninety (90) day period referred to above, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180any non-day restricted period the Company issues an earnings release employee director stock plan or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventdividend reinvestment plan.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesBarclays Capital Inc., (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 share 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 foregoinggrant of options pursuant to option plans existing on the date hereof), whether such registration statement is on behalf of the Company or any selling stockholder or (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, (Bii) any the Mandatory Convertible Preferred Stock offered in the Mandatory Convertible Preferred Stock Offering, (iii) shares of the Common Stock issued by the Company issuable upon the exercise of an option or warrant or the conversion of a security outstanding the Mandatory Convertible Preferred Stock, (iv) shares of the Common Stock issuable as dividends on the date hereof and referred to in the ProspectusMandatory Convertible Preferred Stock, (Cv) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number 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 and (vi) securities, including common stock or securities convertible into or exercisable or exchangeable for common stock, issued by the Company pursuant to this clause (D) may not exceed 15% subsidiaries of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventCompany.
Appears in 1 contract
Samples: Danaher Corp /De/
Restriction on Sale of Securities. During a period of 180 90 days from the date of this Agreement (the Prospectus“Lock-Up Period”), the Company will shall not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, dispose of (including without limitation, issue, agree to 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 of, directly or indirectly), any share of Common Stock Ordinary Shares or ADSs or any security that constitutes the right to receive Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for Common Stock or repayable with Ordinary Shares or ADSs or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder foregoing or (ii) enter into any swap agreement 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 StockOrdinary Shares or ADSs, whether any such swap agreement or other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities Ordinary Shares or ADSs to be sold hereunder, (B) any shares of Common Stock issued the transactions by the Company upon with the exercise prior written consent of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the ProspectusRepresentative, (C) any shares issuance of Common Stock issued Ordinary Shares or options to purchase Common Stock granted ADSs pursuant to the existing 2004 Safety-Kleen Equity Company’s 2006 share incentive plan, duly adopted by the board of directors of the Company in July 2006 (the “2006 Share Incentive Plan”), as amended, referred to in the Prospectus or and (D) any shares of Common Stock issued the issuance by the Company in connection with the acquisition of any assets or equity of one or more businessesan additional 6,890,000 restricted shares, provided that the maximum number of shares of Common Stock issued which have been reserved by the Company pursuant under the 2006 Share Incentive Plan; provided that, with respect to this clause clauses (C) and (D) may above, the holders of such Ordinary Shares or ADSs shall not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that be permitted to transfer such shares are subject in writing to the restrictions on transfer set forth hereinOrdinary Shares or ADSs during such 90-day period. Notwithstanding the foregoing, if (1) during the last 17 days of the 180Lock-day restricted period Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will release earnings 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 180Lock-day restricted periodUp Period, the restrictions imposed in by this clause Subsection (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the ProspectusProspectus (including the information incorporated therein by reference), (C) any shares of Common Stock issued or options to purchase Common Stock to be granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock to be issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectusany non-employee director stock plan, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinemployee stock purchase plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 for the sale of, or lend or otherwise transfer or dispose of any share of Common Stock Series A Shares or any securities convertible into or exercisable or exchangeable for Common Stock or file repayable with Series A Shares, 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 foregoingforegoing (collectively, whether such registration statement is on behalf of the Company or any selling stockholder “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 Series A Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Series A Shares issued by pursuant to the Company upon the exercise of an option Company’s 2009 Equity Incentive Plan or warrant or the conversion of a security outstanding on the date hereof and referred to dividend reinvestment plan in each case, as described in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus and (C) any shares Series A Shares issued in connection with the acquisition of Common Stock property or assets or upon conversion of securities issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets property or equity of one or more businessesassets, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject recipient thereof agrees in writing to be bound by the restrictions on transfer set forth hereinin this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the 18030-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 18030-day restricted period, the Company announces that it will release earnings 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 18030-day restricted period, the restrictions imposed in this clause (jm) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive in writing, such extension. The Company will provide the Representatives 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 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesSMH, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee agreements and benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, or (E) any shares of common stock issued pursuant to an acquisition of a corporation or assets related to the Company’s ongoing strategy of pursuing select oil and gas acquisitions.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesMerrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sellcontraxx xx xexx, 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 share of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 Class A Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Class A Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Class A Common Stock issued or options to purchase Class A Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Class A Common Stock issued pursuant to any non-employee stock option plan or (E) any shares of Class A Common Stock or any securities convertible or exchangeable into Class A Common Stock issued as payment of any part of the purchase price for funeral homes or cemeteries (or businesses or capital stock of businesses that operate funeral homes or cemeteries) which are acquired by the Company in connection with the acquisition of any assets or equity of one or more businesses(provided, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectushowever, and provided further that such shares are shall be subject in writing to restrictions that will prohibit the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 thereof until after the expiration of the 18090-day restricted period, lock-up period described in the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventpreceding sentence).
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the "Lock-Up Period"), the Company will not, without the prior written consent of the RepresentativesMerrxxx Xxxcx, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 Option Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) the issuance of Rights in accordance with the terms of the Rights Agreement and any shares of Common Stock issued or options to purchase Common Stock granted pursuant to by the existing 2004 Safety-Kleen Equity PlanCompany upon the exercise of a Right, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued as payment of any part of the purchase price for funeral homes or cemeteries (or businesses or capital stock of businesses that operate funeral homes or cemeteries) which are acquired by the Company in connection with (provided, however, that such shares shall be subject to restrictions that will prohibit the acquisition transfer thereof until after expiration of any assets or equity of one or more businessesthe Lock-Up Period), provided that the maximum number of (E) options to purchase shares of Common Stock issued by the Company granted pursuant to this clause the Company's 1994 Long-Term Incentive Plan (Dthe "Incentive Plan") may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus(provided, and provided further however, that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 options shall not be exercisable until after the expiration of the 180Lock-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.Up Period except
Appears in 1 contract
Samples: Equity Corp International
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and X.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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 hereunderhereunder or any shares of Common Stock issuable upon conversion thereof, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of options to purchase Common Stock issued by the Company or restricted stock units granted pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will issue an earnings release earnings 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 18060-day restricted period, the restrictions imposed in this clause (jh) 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 Xxxxxxx Xxxxx and X.X. Xxxxxx waive, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a the period of 180 beginning from the date hereof and continuing to and including the date 30 days from the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, and will cause each of the other Triangle Entities to not, without the prior written consent of the RepresentativesKBW, (iA) directly or indirectly, offer, pledge, sell, contract to sell, sell any option option, rights or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock debt securities issued or guaranteed by the Company or any securities convertible into or exercisable or exchangeable for Common Stock debt securities issued or guaranteed by the Company or file any registration statement under the 1933 Act with respect to any of the foregoing, whether such registration statement is on behalf of the Company or any selling stockholder 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 Stockdebt securities issued or guaranteed by the Company, whether any such swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Stock debt securities issued or guaranteed by the Company of the Company or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180Lock-day restricted period Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs Triangle Entities occurs, or (2) prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180Lock-day restricted periodUp Period, then the Lock-Up Period shall automatically be extended and the restrictions imposed in by this clause (jSection 3(k) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless KBW waives, in writing, such extension. The restrictions in this Section shall not apply to (i) the Securities to be sold hereunder or (ii) any post-effective amendments to the Registration Statement.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusFinal Prospectus (the “Restricted Period”), the Company will not, without the prior written consent of the RepresentativesUnderwriter, 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, or otherwise transfer or dispose of any share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Final Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus provided that such options shall not be vested and exercisable within the 90 day period referred to above, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if in the event that either (1i) 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 180-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 180-day restricted periodRestricted Period, the Company announces that it will release earnings 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 180-day restricted periodRestricted Period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus 3 business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 share 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, whether such registration statement is on behalf of or publicly disclose the Company intention to make any offer, sale, pledge, disposition or any selling stockholder 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. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Class A Common Stock Shares issued or options to purchase Class A Common Stock Shares granted pursuant to employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares Class A Common 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 or (E) any Class A Common Shares or Operating Partnership Units issued in connection with the Formation Transactions, each as described in the Registration Statement, the General Disclosure Package and the Prospectus; provided that, for the avoidance of doubt, this clause (E) shall apply only to transfers made in connection with the Formation Transactions, and not to any subsequent transfer by the Company of Class A Common Stock issued Shares or Operating Partnership Units received pursuant thereto, or (F) any Class A Common Shares or any securities convertible into 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 and, 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, 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 acquisition filing of a registration statement with respect to, and the making of any assets public announcement in respect of, or equity disclosing the intent to engage in, such acquisition, joint venture or merger and related issuance of one or more businessessecurities; provided that, in the case of (1) and (2), any recipient of such securities shall execute and deliver to the Representatives a lock-up letter substantially to the effect set forth in Exhibit B, and, provided further, that in the maximum number case of shares issuances of Common Stock issued by the Company securities to MGM or its affiliates pursuant to this clause (D) may F), MGM, or such affiliates, shall further agree not exceed 15% to convert or exchange such Operating Partnership Units into Class A Common Shares until the expiration of the shares of Common Stock outstanding on the date of the Prospectusperiod referred to above, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinexceptions stated above. 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 180-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 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur Class A Shares may be made under such plan during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (j) shall continue referred to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventabove.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 for the sale of common stock, lend or otherwise transfer or dispose of any share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option option, warrant or warrant stock appreciation right or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock (including restricted stock) issued or options or stock appreciation rights to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus employment agreements or (D) any shares existing employee benefit plans of Common Stock issued by the Company in connection with or future employee benefit plans of the acquisition of any assets or equity of one or more businesses, provided Company (including amendments to existing employee benefit plans that increase the maximum number of shares of Common Stock issued available for or underlying awards) as long as the vesting or exercise of such Common Stock, options or stock appreciation rights granted pursuant to any such future employee benefit plan is conditioned upon the receipt by the Company pursuant to this clause (D) may of shareholder approval of such future employee benefit plan and such Common Stock, options or stock appreciation rights granted under future employee benefit plan do not exceed 15% of vest or become exercisable during the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein90-day restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will issue an earnings release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) 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 the Representatives waive, in writing, such extension.
Appears in 1 contract
Samples: Perry Ellis International Inc
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing equity plans, incentive compensation plans or benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or any dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will issue an earnings release earnings 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 18060-day restricted period, the restrictions imposed in this clause (ji) 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 of the material news or material event, unless Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director stock plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will issue an earnings release earnings 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 180-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 60 days from the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, without the prior written consent of the RepresentativesCiti 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 hereunderhereunder (including the Repurchase 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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (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 existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businessesissued, provided that the maximum number of options to purchase shares of Common Stock issued 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, (E) the filing 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, 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) 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 (DF) may shall not exceed 1510.0% of the total number of outstanding shares of Common Stock outstanding on immediately following the date issuance and sale of the Prospectus, and Securities; provided further that the recipient of any such shares are subject in writing of Common Stock or securities issued pursuant to the restrictions on transfer set forth herein. Notwithstanding the foregoingclauses (B), if (1C), (D) and (F) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating Restricted Period 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 in the 180-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 release earnings results 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventRestricted Period.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and UBS, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (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 outstanding on the date hereof and referred to in the Prospectus, and any 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 existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Prospectus, and any registration related thereto, (D) any shares of Common Stock issued by the Company in connection with the acquisition of pursuant to any assets non-employee director stock plan or equity of one dividend reinvestment plan, and any registration related thereto, or more businesses, provided that the maximum number of (E) any shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% directors in lieu of the shares of Common Stock outstanding on the date of the Prospectusdirectors' fees, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany registration related thereto. Notwithstanding the foregoing, if if: (1) during the last 17 days of the 180such 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 180such 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day day-period beginning on the last day of the 180such 90-day restricted period, the restrictions imposed in by this clause (j) letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxxx, (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus provided that such options shall not be vested and exercisable within the 90-day period referred to above, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1A) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs occurs; or (2B) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in by this clause (j) agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representative of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (Citizens South Banking Corp)
Restriction on Sale of Securities. During a period of 180 90 days from the date of the ProspectusProspectus (the “90-Day Restricted Period”), the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus Registration Statement, the General Disclosure Package and the Prospectus, provided that such options shall not be vested and exercisable within the 90-Day Restricted Period referred to above, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause any non-employee director stock plan, deferred fee plan or dividend reinvestment plan. In the event that either (Di) may not exceed 15% of during the shares of Common Stock outstanding period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Prospectus, 90-Day Restricted Period and provided further that such shares are subject in writing to the restrictions ends on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days day of the 18090-day restricted period Day Restricted Period, the Company issues an earnings release or release, the Company issues material news or a material event relating to the Company occurs and/or subsidiaries occurs, or (2ii) prior to the expiration of the 18090-day restricted periodDay Restricted Period, the Company announces that it will release earnings 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 18090-day restricted periodDay Restricted Period, the restrictions imposed in this clause (j) shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company and/or subsidiaries occurs. The Company shall promptly notify the Representative of any earnings releases, news or events that may give rise to an extension of any such restricted period.
Appears in 1 contract
Restriction on Sale of Securities. During a the period of ending 180 days from after the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch or except as contemplated under the RepresentativesPlan (as definxx xxxxw), (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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Prospectus, (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause any non-employee director stock plan or dividend reinvestment plan or (DE) may not exceed 15% of the shares of Common Stock outstanding on underlying the date Company's concurrent private offering of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein[ ]% Senior Convertible Notes due 20[ ]. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted lock-up period, the Company announces that it will release earnings 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 180-day restricted lock-up period, the restrictions imposed in this clause (j) by the lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch waives, in writing, such extension. The Company wixx xxx, xxxxxut the prior written consent of Merrill Lynch, waive or amend any existing lockup agreements witx (x) xhx xxxity investors (as defined in the Registration Statement) during the period ending 180 days after the date of the Prospectus or (ii) the Pension Benefit Guaranty Corporation during the period ending five months after the date of the Prospectus.
Appears in 1 contract
Restriction on Sale of Securities. During The Company will not, for a period of 180 ninety (90) days from the date of the Prospectus, Prospectus (the Company will not“Lock-Up Period”), without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, indirectly offer, sell, assign, transfer, 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 of, any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under Stock, other than (i) the 1933 Act with respect to any Company’s sale of the foregoingShares hereunder, whether such registration statement is on behalf of the Company or any selling stockholder or (ii) enter the issuance of restricted Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus, (iii) the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof and (iv) the issuance of Common Stock to Kingsbridge Capital Limited under that Committed Equity Financing Facility arrangement entered into between the Company and Kingsbridge Capital Limited on May 7, 2009, but any sale or issuances to Kingsbridge under this subsection (iv) shall not be at a price below the public offering price of $3.25 per Share. The Company will cause each executive officer, director, shareholder, optionholder and warrantholder listed in Schedule II to furnish to the Underwriters, prior to the Closing Date, a letter, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree, among other things, not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, not to engage in any swap or any other agreement or any transaction arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence risk 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 any such other securities and not to engage in any short selling of any Common Stock or any such securities, in cash or otherwiseduring the Lock-Up Period, without the prior written consent of the Representative. The foregoing sentence shall Company also agrees that during such period, the Company will not apply to (A) file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities to be sold hereunderAct for any such transaction or which registers, (B) any shares of or offers for sale, Common Stock issued by the or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, hereby agrees that (Ci) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company it issues an earnings release or material news news, or if a material event relating to the Company occurs occurs, during the last seventeen (17) days of the Lock-Up Period, or (2ii) if prior to the expiration of the 180Lock-day restricted periodUp Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day sixteen (16)-day period beginning on the last day of the 180Lock-day restricted periodUp Period, the restrictions imposed in by this clause paragraph (jn) or the letter shall continue to apply until the expiration of the 18-day eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company Manager will not, without the prior written consent of the RepresentativesUnderwriter, 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 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, whether such registration statement is on behalf of the Company or any selling stockholder ; 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 hereunderhereunder or (B) the issuance by the Company of shares of Common Stock in connection with acquisitions of additional assets; provided, however, that with respect to (B), (B1) the aggregate number of shares of Common Stock issued in connection with such acquisitions shall be no more than 15% of the Company’s outstanding shares of Common Stock immediately after the offering contemplated by this Agreement and (2) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with such acquisitions shall be subject to the acquisition of any assets or equity of one or more businesses, provided that restrictions set forth clauses (i) and (ii) above for the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% duration of the shares of Common Stock outstanding on 90-day restricted period from the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein]. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ja) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Final Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx and X.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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Final Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Final Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (ji) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 to be sold hereunder, (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 outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any shares of Common Stock Shares issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of any non-employee director share plan or dividend reinvestment plan referred to in the shares of Common Stock outstanding on Registration Statement, the date of General Disclosure Package and the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will issue an earnings release earnings 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 18060-day restricted period, the restrictions imposed in this clause (ji) 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 Xxxxxxx Xxxxx waives, in writing, such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Textainer Group Holdings LTD)
Restriction on Sale of Securities. During a period of 180 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, 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 share of Common Stock Series C Shares or any securities convertible into or exercisable or exchangeable for Common Stock or file repayable with Series C Shares, 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 foregoingforegoing (collectively, whether such registration statement is on behalf of the Company or any selling stockholder “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 Series C Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock Series C Shares issued by pursuant to the Company upon the exercise of an option Company’s 2009 Equity Incentive Plan or warrant or the conversion of a security outstanding on the date hereof and referred to dividend reinvestment plan in each case, as described in the ProspectusRegistration Statement, the General Disclosure Package and the Prospectus and (C) any shares Series C Shares issued in connection with the acquisition of Common Stock property or assets or upon conversion of securities issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets property or equity of one or more businessesassets, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject recipient thereof agrees in writing to be bound by the restrictions on transfer set forth hereinin this Section 3(m). Notwithstanding the foregoing, if (1) during the last 17 days of the 18030-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 18030-day restricted period, the Company announces that it will release earnings 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 18030-day restricted period, the restrictions imposed in this clause (jm) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless 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 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-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 180-day restricted period, the Company announces that it will release earnings 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 180-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Samples: Ipg Photonics Corp
Restriction on Sale of Securities. During a period of 180 90 days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxx Xxxxxxx and Xxxxxxx 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus or Prospectus; provided that such options shall not be vested and exercisable within the 90-day period referred to above, (D) any shares of Common Stock issued by the Company in connection with the acquisition of pursuant to any assets existing and disclosed non-employee director stock plan or equity of one or more businessesdividend reinvestment plan, provided that the maximum number of (E) any shares of Common Stock issued by or options to purchase Common Stock granted in the form of an inducement grant to a newly-hired employee, provided that, if such newly-hired employee has been hired as or becomes an executive officer of the Company pursuant to this clause (D) may not exceed 15% of within the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth herein. Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-day restricted period following the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) Closing Date, prior to the expiration of the 180-day restricted periodsuch issuance or grant, the Company announces that it will release earnings results shall have caused the recipient of such Common Stock or becomes aware that material news options to purchase Common Stock to enter into an agreement substantially in the form of Exhibit C hereto or (F) a material event will occur during registration statement on Form S-8 with respect to an amendment to increase the 16-day period beginning on the last day number of shares available under an existing equity compensation plan of the 180-day restricted period, Company specifically referred to in the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventProspectus.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 ninety (90) days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 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, whether such registration statement is on behalf of the Company or any selling stockholder 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 ; provided, however, that (A) the Securities to be sold hereunder, Company may offer and issue its Common Stock under the Company’s 2004 Stock Option and Equity Incentive Plan and (B) any shares of the Company may offer and issue Common Stock issued by or Units in the Company upon Partnership as consideration for the exercise of an option or warrant Company’s or the conversion Partnership’s acquisition of a security outstanding on the date hereof and referred to real property but only if, in the Prospectuscase of (B) above, (C) any shares the holders of Common Stock issued or options to purchase Common Stock granted pursuant to the existing 2004 Safety-Kleen Equity Plan, as amended, referred to in the Prospectus or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject or Units agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or Units during such 90-day period without the restrictions on transfer set forth hereinprior written consent of Xxxxxxx Xxxxx (which consent may be withheld at the sole discretion of Xxxxxxx Xxxxx). Notwithstanding the foregoing, if (1) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Restriction on Sale of Securities. During a period of 180 ninety (90) days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesXxxxx Xxxxxxxx, (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 share 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, whether such registration statement is on behalf of the Company or any selling stockholder 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, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued (including grants of restricted stock) or options to purchase Common Stock granted pursuant to existing employee compensation or benefit plans of the existing 2004 Safety-Kleen Equity Plan, as amended, Company referred to in the Prospectus provided that any such options granted after the date hereof shall not vest and become exercisable within the 90-day period referred to above, as may be extended pursuant to the succeeding sentence, or (D) any shares of Common Stock issued by the Company in connection with the acquisition of any assets or equity of one or more businesses, provided that the maximum number of shares of Common Stock issued by the Company pursuant to this clause (D) may not exceed 15% of the shares of Common Stock outstanding on the date of the Prospectus, and provided further that such shares are subject in writing to the restrictions on transfer set forth hereinany non-employee director stock plan or dividend reinvestment plan. Notwithstanding the foregoing, if in the event that either (1i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last 17 days day of the 18090-day restricted period and ends on the last day of the 90-day 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 18090-day restricted period, the Company announces that it will release earnings 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 18090-day restricted period, the restrictions imposed set forth in this clause (j) shall paragraph will continue to apply until the expiration of the 18-day period beginning date that is fifteen (15) calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The Company shall promptly notify the Underwriters of any earnings releases, news or events that may give rise to an extension of the initial restricted period.
Appears in 1 contract
Samples: Underwriting Agreement (MetroCorp Bancshares, Inc.)
