Restriction on Sales of Securities. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 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 Common Shares, Pre-Funded Warrants, Warrants or any securities convertible into or exercisable or exchangeable for Common Shares; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Common Shares, Pre-Funded Warrants, Warrants or any securities convertible into or exercisable or exchangeable for Common Shares (other than registration statements covering any employee or director stock option plan, incentive plan or stock ownership plan of the Company and only if any such plan is disclosed in the Registration Statement prior to the Effective Date and as long as the securities being registered are subject to lock-ups until at least six (6) months from the date of this Agreement); (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with 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 Common Shares, Pre-Funded Warrants or Warrants, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of Common Shares, Pre-Funded Warrants, Warrants or such other securities, in cash or otherwise. The restrictions contained in this Section 3.20.1 shall not apply to (i) the Public Securities and the Representative’s Securities to be sold hereunder, (ii) the issuance by the Company of Common Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, which terms may not be amended during the Lock-Up Period, 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 the conversion price of such securities or to extend the term of such securities, (...
Restriction on Sales of Securities. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, 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 (other than a registration statement on Form S-8); (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with 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 Public Securities and the Representative’s Securities to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion 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, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, 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 Com...
Restriction on Sales of Securities. From the date that is 30 days prior to the Effective Time, until after such time as results covering at least 30 days of post-Merger combined operations of the Company and FAFCO have been published by FAFCO, in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Forms 10-K, 10-Q or 8-K, or any other public filing or announcement which includes such combined results of operations, no Shareholder will sell, transfer or otherwise dispose of any of his Shares, any FAFCO Common Shares he receives in the Merger or any other FAFCO Common Shares or FAFCO preferred shares he holds.
Restriction on Sales of Securities. 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 ninety (90) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; or (iii) enter into any agreement or announce the intention to effect any of the actions described in clause (i) or (ii). The restrictions contained in this Section 3.18 shall not apply to (a) the Firm Securities and the Representatives’ Securities to be sold hereunder, (b) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive or employee stock purchase plan, and the filing of a registration statement on Form S-8; (c) the issuance of shares of common stock pursuant to the exercise or settlement of securities outstanding on the date hereof; and (d) the issuance of equity securities in connection with an acquisition, collaboration, licensing or a strategic relationship, which may include the sale of equity securities and the filing of a registration statement on Form S-4; provided that such recipients enter into a Lock-up Agreement.
Restriction on Sales of Securities. Except pursuant to the ---------------------------------- terms of the Exchangeable Securities and except for the conversion of the Company Series A Convertible Preferred Stock, from the date that is 30 days prior to the Effective Time, neither the Securityholder nor any of its subsidiaries will sell, transfer or otherwise dispose of any of its Company Securities, any shares of Parent Common Stock or Parent New Preferred Stock it receives in the Merger or any other shares of Parent Common Stock or Parent Authorized Preferred Stock it holds until after such time (the "Permitted Sale Time") as results covering at least 30 days of post-Merger combined operations of the Company and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Forms 10-K, 10-Q or 8-K, or any other public filing or announcement which includes such combined results of operations; provided that this Section 5 shall in no event restrict any sales, transfers or dispositions that would not, in the opinion of Parent, reasonably be expected to adversely affect the qualification of the Merger as a pooling-of-interests. Parent shall publish no later than 30 days after, and shall use its best efforts to publish on the earliest possible date after, the end of the first month after the Effective Time in which there are at least 30 days of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135. This Section 5 is intended to be for the benefit of affiliates of the Company. Notwithstanding anything in this Section 5 to the contrary, if the Closing occurs after November 30, 1997, Parent's obligations under this Section 5 shall only require Parent to publish such financial information no later than 30 days after the end of the first fiscal quarter ending after the Closing in which there was at least 30 days of post-Merger combined operations.
Restriction on Sales of Securities. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Final Prospectus, the Company will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose, except as provided hereunder, of any Common Stock, Securities or any securities of the Company that are substantially similar to the Securities or the Company’s Common Stock, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities and the issuance, if any, of Common Stock pursuant to employee benefit plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of X.X. Xxxxxx Securities LLC.
Restriction on Sales of Securities. The Company will not permit or cause a private or public sale or private or public offering of any of its securities (in any manner, including pursuant to Rule 144 under the Securities Act) owned or to be owned of record, or beneficially owned by any of the Company's officers or directors, or by any family member or affiliate of any of the foregoing persons (collectively, "Insiders") for a period commencing on the Closing and terminating on November 3, 1997 without obtaining the prior written approval of the Placement Agent (and, if required by applicable state blue sky laws, the securities commissions in any such states). The Company agrees to cause each Insider to execute a separate agreement with the Placement Agent to the above effect and deliver such agreement to the Placement Agent at the Initial Closing. Such agreement shall also provide that during the two-year period following the Closing, the Placement Agent shall have the right to purchase for its account or to sell for the account of the Insiders any securities sold by the Insiders on the open market, including sales pursuant to Rule 144 under the Securities Act and each Insider will agree to consult with the Placement Agent with regard to any such sales and will offer the Placement Agent the exclusive opportunity to purchase or sell such securities on terms at least as favorable to the Insiders as they can secure elsewhere; provided that if the Placement Agent fails to accept any such proposal from an Insider within one business day after receipt of a notice containing such proposal, then the Placement Agent shall have no claim or right with respect to any such sales contained in any such notice unless such proposal is modified in any material respect in which event the Insiders shall adopt the same procedure as with respect to the original proposal.
Restriction on Sales of Securities. During the period beginning from the date hereof and continuing to and including the date 45 days after the date of the Prospectus, the Company will not offer or agree to sell, contract to sell, pledge, register, grant any option to purchase or otherwise dispose of, directly or indirectly, Common Stock, Securities or any securities of the Company that are substantially similar to the Securities or the Company’s Common Stock, except (i) for the registration of the Securities and the sales of Securities to and through the Underwriter pursuant to this Agreement, (ii) for shares of Common Stock issued pursuant to outstanding equity awards or the grant of equity awards under (x) existing employee benefit agreements or equity incentive plans or (y) employee benefit agreements or equity incentive plans described in the Prospectus or the Registration Statement, (iii) any shares of Common Stock issued upon conversion, repurchase or exchange of the Company’s outstanding convertible securities, (iv) other securities issued as consideration for investments in or acquisitions of entities involved in investment advisory or investment management activities or other financial services related business, (v) any shares of Common Stock issuable upon settlement of the Forward Sale Agreement or pursuant to an Acceleration Event (as defined in the Forward Sale Agreement) or (vi) any filing under the 1933 Act relating to any shares of Common Stock on Form S-8 or any issuances of Common Stock thereunder, without the prior written consent of the Underwriters.
Restriction on Sales of Securities. During a period of 30 days from the effective date of the Mandatory Registration Statement, the Company will not (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing, (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any such swap, agreement or other transaction described in clauses (i) and (ii). The foregoing sentence shall not apply to (A) the Securities to be sold hereunder; (B) the issuance of Common Stock or securities convertible into or exercisable for Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement); (C) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan; (D) the exchange and issuance of options to purchase shares of Common Stock in connection with an option exchange offer program or similar offer or program by the Company; (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan; (F) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; or (G) the filing by the Company of the Mandatory Registration Statement.
Restriction on Sales of Securities. During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Final Prospectus, the Company will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose, except as provided hereunder, of any Common Stock, Securities or any securities of the Company that are substantially similar to the Securities or the Company’s Common Stock, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities (other than the issuance by the Company of 13,750,000 depositary shares, each representing a 1/10th interest in a share of 5.50% Mandatory Convertible Preferred Stock, Series B, par value $0.01 per share (the “Preferred Stock”), the Preferred Stock and the issuance, if any, of Common Stock upon the conversion of any of the Preferred Stock or pursuant to employee benefit plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of Xxxxxxx, Xxxxx & Co.
