Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment financing, inventory financing, seller financing in connection with any acquisition by the Company and/or any financing with existing investors or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Class B Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereof, (iii) the issuance by the Company of equity awards of the Company under any equity compensation plan of the Company, (iv) the issuance by the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a post-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), ): (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment financing, inventory financing, seller financing in connection entering into a line of credit with any acquisition by the Company and/or any financing with existing investors a traditional bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to to: (i) the shares of Class B Common Stock to be sold hereunder, ; (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; or (iii) the issuance by the Company of equity awards stock options or shares of capital stock of the Company under any equity compensation plan of the Company, (iv) the issuance by the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a post-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days three months after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany with the exception for existing contractual obligations relating to registration rights agreements and registration statements on Form S-8 with respect to equity compensation incentive plans; (iii) complete any offering of convertible debt securities of the Company, other than commercial debtentering into a line of credit with a traditional bank or mezzanine, equipment financingunitranche or similar lender, inventory financing, seller financing in connection with any acquisition by the Company and/or any financing with existing investors or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. Additionally, the Company agrees that for a period of six (6) months after the Closing Date, it will not directly or indirectly in any “at-the-market,” continuous equity or variable rate transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, without the prior written consent of the Representative. The restrictions contained in this Section 3.18.1 3.17.1 shall not apply to (i) the shares of Class B Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant warrant, the vesting of a restricted stock unit or the conversion or vesting of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, restricted stock units and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of equity awards stock options or shares of capital stock of the Company under any equity compensation plan of the Company, Company or (iv) the issuance by the Company on or prior to June 30, 2021 of up to 4,978,987 shares of Class B Common Stock or securities convertible into(the “MGG Shares”) to MGG Investment Group L.P. (“MGG”) pursuant to that certain Revolving Credit, exchangeable for or that represent the right to receive shares Term Loan and Security Agreement dated as of Class B Common Stock in connection with the acquisition March 31, 2017, as amended, by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of and among the Company, or (vi) its Subsidiaries, each lender named therein and MGG as administrative, agent, term loan agent and collateral agent for the filing of a post-effective amendment to lenders, as described in the Company’s registration statements on Form S-1 (Reg. No. 333-219048) Registration Statement, the Pricing Disclosure Package and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, Prospectus; provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period; and; provided; further, that in the case of (iv), the shares of Common Stock issued to MGG shall be unregistered and the certificates or statements of book-entry representing such shares shall bear a legend restricting the sale of such shares until such time as a registration statement providing for the resale of such MGG Shares under the Securities Act is declared effective by the Commission.
Appears in 1 contract
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesUnderwriter, it will not, for a period beginning on the date of 180 days this Agreement and ending on the date that is the 90th day after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock ADSs or Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock ADSs or Ordinary Shares of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock ADSs or Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock ADSs or Ordinary Shares of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment financing, inventory financing, seller financing in connection entering into a line of credit with any acquisition by the Company and/or any financing with existing investors a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock ADSs or Ordinary Shares of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock ADSs or Ordinary Shares of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.15.1 (collectively, the “Restrictions”) shall not apply to (i) the shares of Class B Common Stock Public Securities to be sold hereunderhereunder (including the Warrant Shares and the Purchase Right Shares), (ii) the issuance by the Company of shares securities of Class B Common Stock upon the exercise Company pursuant to any documents, agreements or securities existing or outstanding as of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereofClosing Date, (iii) the issuance by the Company of equity awards any securities of the Company under any equity compensation plan of the Company, ; or (iv) the issuance by of any securities of the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securitiesa merger, businessjoint venture, technology, property licensing arrangement or any other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a postsimilar non-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, capital raising transaction provided that in each of (ii) and through (iiiiv) above, the underlying shares securities shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days after three (3) months from the date of this Agreement Closing Date (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the CompanyCompany without notice to the Underwriter, other than commercial debt, equipment financing, inventory financing, seller financing in connection entering into a line of credit or senior credit facility with any acquisition by the Company and/or any financing with existing investors a traditional bank or other lending institution; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Class B Common Stock Ordinary Shares to be sold hereunder, ; (ii) the issuance by the Company of shares of Class B Common Stock securities upon the exercise of a stock an option or warrant or the conversion or vesting of a security outstanding on the date hereof of, provided that the Representative has been advised in writing of such issuance prior to the date hereof, ; (iii) the issuance by the Company of equity awards securities of the Company under any equity stock compensation plan of the Company, Company outstanding on the date hereof; (iv) the issuance by the Company of shares of Class B Common Stock any registration statement on Form S-8; or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares issuance of Class B Common Stock to cover the payment of exercise prices securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a postother similar non-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statementscapital raising transactions, provided that in each such shares are not registered pursuant to a registrations statement for purposes of subclause (ii) and (iii) abovein this paragraph, the underlying shares Representative acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be restricted from sale during deemed to constitute prior written notice to the entire Lock-Up PeriodUnderwriter.
Appears in 1 contract
Samples: Underwriting Agreement (CCSC Technology International Holdings LTD)
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment financing, inventory financing, seller financing in connection with any acquisition by the Company and/or any financing with existing investors or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Class B Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereof, (iii) the issuance by the Company of equity awards of the Company under any equity compensation plan of the Company, (iv) the issuance by the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof sale of shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a post-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days three (3) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment entering into a line of credit with a traditional bank or pursuant to a whole-business securitization financing, inventory financing, seller financing in connection with any acquisition by the Company and/or any financing with existing investors or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Class B Common Stock Public Securities to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of equity awards stock options or shares of capital stock of the Company under any equity compensation plan of the Company, (iv) the issuance by the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a post-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, (iv) securities issued or registered pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person or company or an owner of an asset in a business synergistic with the business of the Company, and (v) such other potential transactions described in Section 7 of the engagement letter between the Company and ThinkEquity referred to in Section 9.4 below. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.
Appears in 1 contract
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment financing, inventory financing, seller financing in connection entering into a line of credit with any acquisition by the Company and/or any financing with existing investors a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Class B Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereof, of which the Representatives have been advised in writing or (iii) the issuance by the Company of equity awards stock options or shares of capital stock of the Company under any equity compensation plan of the Company, (iv) the issuance by the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a post-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representatives waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.
Appears in 1 contract
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days two (2) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment financing, inventory financing, seller financing in connection entering into a line of credit with any acquisition by the Company and/or any financing with existing investors a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Class B Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant or the conversion or vesting of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of equity awards stock options or shares of capital stock of the Company under any equity compensation plan of the Company, (iv) the issuance by the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a post-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Appears in 1 contract
Samples: Underwriting Agreement (Biovie Inc.)
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days three (3) months after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than commercial debt, equipment financing, inventory financing, seller financing in connection entering into a line of credit with any acquisition by the Company and/or any financing with existing investors a traditional bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.21 shall not apply to (i) the shares of Class B Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant or the conversion or vesting of a security other convertible securities outstanding on the date hereof; provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of equity stock options, grants of restricted stock awards or restricted stock units or shares of Common Stock of the Company under any existing equity incentive compensation plan of the Company, (iv) the issuance by the Company of shares of Class B Common Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class B Common Stock in connection with the acquisition by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company, or (vi) the filing of a post-effective amendment to the Company’s registration statements on Form S-1 (Reg. No. 333-219048) and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, ; provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.
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Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days three months after the date of this Agreement Closing Date (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany with the exception for existing contractual obligations relating to registration rights agreements and registration statements on Form S-8 with respect to equity compensation incentive plans; (iii) complete any offering of convertible debt securities of the Company, other than commercial debtentering into a line of credit with a traditional bank or mezzanine, equipment financingunitranche or similar lender, inventory financing, seller financing in connection with any acquisition by the Company and/or any financing with existing investors or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.Additionally, the Company agrees that for a period of six (6) months after the Closing Date, it will not directly or indirectly in any “at-the-market,” continuous equity or variable rate transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, without the prior written consent of the Representative. The restrictions contained in this Section 3.18.1 3.17.1 shall not apply to (i) the shares of Class B Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Class B Common Stock upon the exercise of a stock option or warrant warrant, the vesting of a restricted stock unit or the conversion or vesting of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, restricted stock units and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of equity awards stock options or shares of capital stock of the Company under any equity compensation plan of the Company, Company or (iv) the issuance by the Company on or prior to June 30, 2021 of up to 4,978,987 shares of Class B Common Stock or securities convertible into(the “MGG Shares”) to MGG Investment Group L.P. (“MGG”) pursuant to that certain Revolving Credit, exchangeable for or that represent the right to receive shares Term Loan and Security Agreement dated as of Class B Common Stock in connection with the acquisition March 31, 2017, as amended, by the Company of the securities, business, technology, property or other assets of another person or entity, (v) the saleof shares of Class B Common Stock to cover the payment of exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of and among the Company, or (vi) its Subsidiaries, each lender named therein and MGG as administrative, agent, term loan agent and collateral agent for the filing of a post-effective amendment to lenders, as described in the Company’s registration statements on Form S-1 (Reg. No. 333-219048) Registration Statement, the Pricing Disclosure Package and Form S-8 (Reg. No. 333-219203) with the Commission to maintain effectiveness of such registration statements, Prospectus; provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period; and provided; further, that in the case of (iv), the shares of Common Stock issued to MGG shall be unregistered and the certificates or statements of book-entry representing such shares shall bear a legend restricting the sale of such shares until such time as a registration statement providing for the resale of such MGG Shares under the Securities Act is declared effective by the Commission.
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