Common use of Restriction on Sales of Securities Clause in Contracts

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, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of Common Shares under any equity compensation plan of the Company, or (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 3 contracts

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.)

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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, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of Common Shares under any equity compensation plan of the Company, or (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 2 contracts

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.)

Restriction on Sales of Securities. The CompanyDuring the Lock-Up Period, on behalf of itself and any successor entity, agrees thatthe Company will not, without the prior written consent of the RepresentativePlacement Agent, it will notwhich consent may be withheld in Placement Agent’s sole discretion, for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”): directly or indirectly: (i) 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, lend, lend or otherwise transfer or dispose ofof any ADSs, directly Shares or indirectly, any Common Shares, Pre-Funded Warrants, Warrants other share capital or any securities convertible into or exercisable or exchangeable for Common Shares; ADSs, Shares or other share capital, (ii) file or cause to be filed the filing of any registration statement under the 1933 Act with the Commission relating respect to the offering of any Common SharesADSs, Pre-Funded Warrants, Warrants Shares or other share capital or any securities convertible into or exercisable or exchangeable for Common any ADSs, Shares or other share capital (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 Rule 462(b) Registration Statement prior filed to register Securities to be sold pursuant 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 AgreementTransaction Documents); , or (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 agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Common Sharesany ADSs, Pre-Funded Warrants Shares or Warrantsother share capital or any securities convertible into or exercisable or exchangeable for any ADSs, Shares or other share capital, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of Common ADSs, Shares, Pre-Funded Warrantsother share capital, Warrants or such other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The restrictions contained Notwithstanding the provisions set forth in this Section 3.20.1 shall not apply to 4(p), the Company may, without the prior written consent of Placement Agent, (iA) issue the Public Securities and the Representative’s Securities to be sold hereunderthe Investors pursuant to the Transaction Documents; (B) issue ADSs or ordinary shares, and options or warrants (iiincluding founder’s share warrants (BSPCE) or share warrants (BSA)) to purchase ADSs or ordinary shares, pursuant to stock option plans, stock purchase or other equity incentive plans described in the issuance by Prospectus, as those plans are in effect on the Company date of Common Shares this Agreement; (C) issue ADSs or ordinary shares upon the exercise of a stock options or warrants issued under stock option or warrant other equity incentive plans referred to in clause (B) above, as those plans are in effect on the date of this Agreement, or upon the conversion exercise of a security warrants or convertible securities or notes warrants (BEOCABSA) (including those issued in the context of the convertible bond financing entered into with Alpha Blue Ocean on June 24, 2020) outstanding on the date hereof of this Agreement, as those warrants and disclosed convertible securities are in effect on the Registration Statement, the Pricing Disclosure Package and the Prospectus, which terms may not be amended during the Lock-Up Period, date of this Agreement; 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 (other than in connection with stock splits or combinations) or to extend the term of such securities; (D) file a registration statement on Form S-8 to register ADSs or ordinary shares issuable pursuant to the terms of stock option or other equity incentive plans referred to in clause (B) above, and (iiiE) issue ADSs or ordinary shares in connection with any strategic partnering transitions, including any joint venture, commercial or collaborative relationship or the grant acquisition or license by the Company of stock options the securities, business, property or other stock-based awards, assets of another person or the issuance of Common Shares under entity or pursuant to any equity compensation employee benefit plan of the Company, or (iv) the issuance as assumed by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposesany such acquisition, provided that in each the case of this clause (iiE) the aggregate number of ADSs or ordinary shares issued in all such transactions does not exceed 10% of either the outstanding ADSs or ordinary shares, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the 0000 Xxx) and (iii) above, carry no registration rights that require or permit the underlying Common Shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period, and provided further that the Placement Agent receive a signed lock-up agreement for the balance of the Lock-Up Period with respect to any such ADSs or ordinary shares so issued.

Appears in 2 contracts

Samples: Placement Agency Agreement (Erytech Pharma S.A.), Placement Agency Agreement (Erytech Pharma S.A.)

Restriction on Sales of Securities. The CompanyCompany hereby agrees that it shall not, on behalf during the period ending 90 days after the date of itself and any successor entity, agrees thatthe Prospectus (the “Restricted Period”), without the prior written consent of the Representative, it will not, for a period of three Representative (3which consent may be withheld in its sole discretion) months after the date of this Agreement (the “Lock-Up Period”): (i) directly or indirectly, offer, pledgesell, offer to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sellfor the sale, grant any optionsecurity interest in, right pledge, hypothecate or warrant to purchase, lendotherwise dispose of or enter into any transaction which is designed to, or otherwise transfer could be expected to, result in the disposition (whether by actual disposition or dispose ofeffective economic disposition due to delivery of Common Stock or securities convertible into, directly or indirectlyexchangeable or exercisable for, any shares of Common SharesStock (“Securities”), Pre-Funded Warrantsin cash settlement or otherwise, Warrants by the Company or any securities convertible into affiliate of the Company (or exercisable any person in privity with the Company or exchangeable for Common Shares; any affiliate of the Company) (collectively, a “Disposition”), (ii) without limiting the restrictions set forth in clause (i), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (iii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common SharesStock or other Securities, Pre-Funded Warrants, Warrants or any securities convertible into or exercisable or exchangeable except for a registration statement on Form S-8 relating to the registration of shares of Common Shares (other than registration statements covering any employee or director stock option plan, Stock issuable pursuant to the Company’s equity incentive plan or stock ownership plan of the Company and only if any such plan is disclosed plans described in the Registration Statement prior to the Effective Date Time of Sale Prospectus and as long as the securities being registered are subject to lock-ups until at least six (6) months from in effect on 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 the preceding paragraph shall not apply to (i) the Public Securities and the Representative’s Securities Shares to be sold hereunder, ; (ii) the issuance by the Company of Common Shares Stock or other Securities upon the exercise of a stock option any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement, or warrant the exercise of warrants, or upon the conversion of a security convertible securities issued by the Company that are outstanding on the date hereof hereof, provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other Securities upon the exercise of such equity awards, or upon the exercise of such warrants, or upon the conversion of such convertible securities pursuant to this clause (ii), each recipient of Common Stock or other Securities shall have signed and disclosed delivered a lock-up agreement substantially in the Registration Statement, form of Exhibit A hereto (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, Agreement”); (iii) the grant of any equity awards by the Company of stock options to employees, officers, directors, advisors or other stock-based awards, or the issuance of Common Shares under any equity compensation plan consultants of the Company, Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement; or (iv) the issuance filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Shares Stock or other securities Securities issued under an equity incentive plan described in the Time of Sale Prospectus and in effect on the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shall be restricted from sale during the entire Lock-Up Period.date hereof

Appears in 2 contracts

Samples: Underwriting Agreement (MultiSensor AI Holdings, Inc.), Underwriting Agreement (MultiSensor AI Holdings, Inc.)

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 90 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 Common Shares, Pre-Funded Warrants, Warrants shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Sharesshares of capital stock of the Company; (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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Shares shares of capital stock of the Company (other than a 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 Agreementstatement 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 Common Shares, Pre-Funded Warrants or Warrantscapital stock of the Company, 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 shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.20.1 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 Shares Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is 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 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, or (iii) the grant issuance by the Company of stock options or other stock-based awards, or shares of capital stock of the issuance of Common Shares Company under any equity compensation plan of the Company, or (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (CEA Industries Inc.)

Restriction on Sales of Securities. The CompanyCompany hereby agrees that it shall not, on behalf during the period ending 90 days after the date of itself and any successor entity, agrees thatthe Prospectus (the “Restricted Period”), without the prior written consent of the Representative, it will not, for a period of three Representative (3which consent may be withheld in its sole discretion) months after the date of this Agreement (the “Lock-Up Period”): (i) directly or indirectly, offer, pledgesell, offer to sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sellfor the sale, grant any optionsecurity interest in, right pledge, hypothecate or warrant to purchase, lendotherwise dispose of or enter into any transaction which is designed to, or otherwise transfer could be expected to, result in the disposition (whether by actual disposition or dispose ofeffective economic disposition due to delivery of Common Stock or securities convertible into, directly or indirectlyexchangeable or exercisable for, any shares of Common SharesStock (“Securities”), Pre-Funded Warrantsin cash settlement or otherwise, Warrants by the Company or any securities convertible into affiliate of the Company (or exercisable any person in privity with the Company or exchangeable for Common Shares; any affiliate of the Company) (collectively, a “Disposition”), (ii) without limiting the restrictions set forth in clause (i), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (iii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common SharesStock or other Securities, Pre-Funded Warrants, Warrants or any securities convertible into or exercisable or exchangeable except for a registration statement on Form S-8 relating to the registration of shares of Common Shares (other than registration statements covering any employee or director stock option plan, Stock issuable pursuant to the Company’s equity incentive plan or stock ownership plan of the Company and only if any such plan is disclosed plans described in the Registration Statement prior to the Effective Date Time of Sale Prospectus and as long as the securities being registered are subject to lock-ups until at least six (6) months from in effect on 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 the preceding paragraph shall not apply to (i) the Public Securities and the Representative’s Securities Shares to be sold hereunder, ; (ii) the issuance by the Company of Common Shares Stock or other Securities upon the exercise of a stock option any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement, or warrant the exercise of warrants, or upon the conversion of a security convertible securities issued by the Company that are outstanding on the date hereof hereof, provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other Securities upon the exercise of such equity awards, or upon the exercise of such warrants, or upon the conversion of such convertible securities pursuant to this clause (ii), each recipient of Common Stock or other Securities shall have signed and disclosed delivered a lock-up agreement substantially in the Registration Statement, form of Exhibit A hereto (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, Agreement”); (iii) the grant of any equity awards by the Company of stock options to employees, officers, directors, advisors or other stock-based awards, or the issuance of Common Shares under any equity compensation plan consultants of the Company, Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date of this Agreement; or (iv) the issuance filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Shares Stock or other securities Securities issued under an equity incentive plan described in the Time of Sale Prospectus and in effect on the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shall be restricted from sale during the entire Lock-Up Period.date hereof ​

Appears in 1 contract

Samples: Underwriting Agreement (MultiSensor AI Holdings, Inc.)

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 Shares 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 Shares 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 three (63) 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 Shares 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 Offered Shares 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 Time of Sale Prospectus and the ProspectusFinal Offering Documents, 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, (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of Common Shares under any equity compensation plan of the Company, or (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Draganfly Inc.)

Restriction on Sales of Securities. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativeUnderwriter, it will not, for a period of three one-hundred twenty (3120) months days after the date of this Agreement Closing Date (the “Lock-Up Standstill Period”): (ia) 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, lendissue, or otherwise transfer or dispose of, directly or indirectly, any Common Shares, Pre-Funded Warrants, Warrants common shares or equity securities of the Company or any securities convertible into or exercisable or exchangeable for Common Sharesequity of the Company; (iib) file or cause caused to be filed any registration statement with the Commission relating to the offering of any Common Shares, Pre-Funded Warrants, Warrants equity of the Company 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 equity of the Company, other than entering into a line of credit with a traditional bank ; or (ivc) enter into any swap agreement or other arrangement that transfers announce the intention to another, in whole or in part, effect any of the economic consequences of ownership of Common Shares, Pre-Funded Warrants or Warrants, whether any such transaction actions described in clause subsections (i), (ii), (iiia) or (ivb) above is to hereof (all of such matters, the “Standstill”). So long as none of such equity securities shall be settled by delivery saleable in the public market until the expiration of Common Sharesthe Standstill Period, Pre-Funded Warrants, Warrants or such other securities, in cash or otherwise. The restrictions contained in this Section 3.20.1 the following matters shall not apply to be prohibited by the Standstill: (i) the Public Securities adoption of an equity incentive plan and the Representative’s Securities grant of awards or equity pursuant to be sold hereunderany equity incentive plan, and the filing of a registration statement on Form S-8; (ii) the issuance by the Company of Common Shares common shares upon the exercise of a stock option or warrant or the conversion of a security security, outstanding on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectushereof, which terms may not be amended during the Lock-Up Standstill 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, ; (iii) the grant by the Company of stock options or other stock-based awards, or the issuance of Common Shares under any equity compensation plan securities in connection with an acquisition or a strategic relationship, which may include the sale of equity securities, with a company whose operations are complimentary to the Company, or ; and (iv) the issuance by Offered Shares to be sold hereunder. In no event should any equity transaction during the Company Standstill Period result in the sale of Common Shares or other securities equity at an offering price to the public less than that of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shall be restricted from sale during the entire Lock-Up PeriodOffering referred herein.

Appears in 1 contract

Samples: Underwriting Agreement (Draganfly Inc.)

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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 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 optionoption , right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares, Pre-Funded Warrants, Warrants shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Sharesshares of capital stock of the Company; (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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Shares shares of capital stock of the Company (other than a 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 Agreementstatement for 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 that is approved by the Representative, 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 Warrantscapital stock of the Company, 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 shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.20.1 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 Shares Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is 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 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, or (iii) the grant issuance by the Company of stock options or other stock-based awards, or shares of capital stock of the issuance of Common Shares Company under any equity compensation plan of the Company, or (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shares shall be restricted from sale during the entire Lock-Up Period.

Appears in 1 contract

Samples: Underwriting Agreement (Direct Communication Solutions, Inc.)

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 90 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 Common Shares, Pre-Funded Warrants, Warrants shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Sharesshares of capital stock of the Company; (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 shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Shares shares of capital stock of the Company (other than a 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 Agreementstatement 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 Common Shares, Pre-Funded Warrants or Warrantscapital stock of the Company, 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 shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.20.1 3.18.1 shall not apply to (i) the Public Securities and the Representative’s 's Securities to be sold hereunder, (ii) the issuance by the Company of Common Shares upon the exercise of a stock or share option or warrant or the conversion of a security outstanding on the date hereof and hereof, which is 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 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, (iii) the grant issuance by the Company of stock or share options or other stock-based awards, or shares of capital stock of the issuance of Common Shares Company under any equity compensation plan of the Company, or (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, the underlying Common Shares shares shall be restricted from sale during the entire Lock-Up Period, (iv) the issuance of securities by the Company in the Canadian Offering, or (v) the issuance of the securities as compensation to the underwriter involved in the Canadian Offering.

Appears in 1 contract

Samples: Underwriting Agreement (KWESST Micro Systems Inc.)

Restriction on Sales of Securities. The Company(a) During a period of 45 days from the effective date of the Mandatory Registration Statement, on behalf of itself and any successor entity, agrees thatthe Company will not, without the prior written consent of the RepresentativePurchasers, it will not, for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”): (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, lend, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Shares, Pre-Funded Warrants, Warrants Stock or any securities convertible into or exercisable or exchangeable for Common Shares; (ii) Stock or file or cause to be filed any registration statement under the Securities Act with the Commission relating respect 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 foregoing, (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 (ivii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Common Shares, Pre-Funded Warrants or WarrantsStock, whether any such swap or transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of Common Shares, Pre-Funded Warrants, Warrants Stock or such other securities, in cash or otherwiseotherwise or (iii) publicly announce an intention to effect any such swap, agreement or other transaction described in clauses (i) and (ii). The restrictions contained in this Section 3.20.1 foregoing sentence shall not apply to (iA) the Public Securities and the Representative’s Securities to be sold hereunder, ; (iiB) the issuance any shares of Common Stock issued by the Company of Common Shares upon the exercise of a stock an option or warrant or the conversion of a security outstanding on convertible security; (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, which terms may not be amended during the LockCompany; (D) any shares of Common Stock issued pursuant to any non-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 employee director stock plan or to decrease the exercise price, exchange price or the conversion price of such securities or to extend the term of such securities, dividend reinvestment plan; (iiiE) the grant filing by the Company of stock options any registration statement on Form S-8 or other stock-based awards, or the issuance of Common Shares under any equity compensation plan of the Company, or a successor form thereto; (ivF) the issuance filing by the Company of the Mandatory Registration Statement; (G) sales of Common Shares Stock pursuant to the Sales Agreement between the Company, SVB Leerink LLC and Cantor Fxxxxxxxxx & Co., dated February 26, 2021; or other (H) any issuances of Common Stock or securities convertible into Common Stock if such issuance is issued at a premium to the most recent closing price of the Company in connection with strategic transactions not for capital raising purposes, provided that in each of (ii) and (iii) above, Common Stock on the underlying Common Shares shall be restricted from sale during the entire Lock-Up PeriodNasdaq Stock Market.

Appears in 1 contract

Samples: Securities Purchase Agreement (Provention Bio, Inc.)

Restriction on Sales of Securities. The CompanyDuring the period beginning on the date hereof and continuing through the close of trading on the date that is the 75th day immediately following the Closing Date (as defined in Annex I hereto) (the “Lock-Up Period”), on behalf of itself and any successor entity, agrees thatthe Company will not, without the prior written consent of the RepresentativeInvestor, it will notwhich consent may be withheld in the Investor’s sole discretion, for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”): directly or indirectly: (i) 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, lend, lend or otherwise transfer or dispose ofof any ADSs, directly Shares or indirectly, any Common Shares, Pre-Funded Warrants, Warrants other share capital or any securities convertible into or exercisable or exchangeable for Common Shares; ADSs, Shares or other share capital, (ii) file or cause to be filed the filing of any registration statement under the Securities Act with the Commission relating respect to the offering of any Common SharesADSs, Pre-Funded Warrants, Warrants Shares or other share capital or any securities convertible into or exercisable or exchangeable for Common any ADSs, Shares or other share capital (other than registration statements covering any employee or director stock option plan, incentive plan or stock ownership plan of Rule 462(b) Registration Statement filed to register Securities to be sold pursuant to the documents executed and delivered by the Company and only if any such plan is disclosed the Investor in connection with the Registration Statement prior to Offering (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“Transaction Documents”); ), or (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 agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Common Sharesany ADSs, Pre-Funded Warrants Shares or Warrantsother share capital or any securities convertible into or exercisable or exchangeable for any ADSs, Shares or other share capital, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of Common ADSs, Shares, Pre-Funded Warrantsother share capital, Warrants or such other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The restrictions contained Notwithstanding the provisions set forth in this Section 3.20.1 shall not apply to 8), the Company may, without the prior written consent of the Investor, (iA) issue the Public Securities and the Representative’s Securities to be sold hereunderthe Investors pursuant to the Transaction Documents; (B) issue ADSs or ordinary shares, and options or warrants (iiincluding founder’s share warrants (BSPCE) or share warrants (BSA)) to purchase ADSs or ordinary shares, pursuant to stock option plans, stock purchase or other equity incentive plans described in the issuance by Prospectus, as those plans are in effect on the Company date of Common Shares this Agreement; (C) issue ADSs or ordinary shares upon the exercise of a stock options or warrants issued under stock option or warrant other equity incentive plans referred to in clause (B) above, as those plans are in effect on the date of this Agreement, or upon the conversion exercise of a security warrants or convertible securities or notes warrants (BEOCABSA) (including those issued in the context of the convertible bond financing entered into with Alpha Blue Ocean on June 24, 2020) outstanding on the date hereof of this Agreement, as those warrants and disclosed convertible securities are in effect on the Registration Statement, the Pricing Disclosure Package and the Prospectus, which terms may not be amended during the Lock-Up Period, date of this Agreement; 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 (other than in connection with stock splits or combinations) or to extend the term of such securities; (D) file a registration statement on Form S-8 to register ADSs or ordinary shares issuable pursuant to the terms of stock option or other equity incentive plans referred to in clause (B) above, and (iiiE) issue ADSs or ordinary shares in connection with any strategic partnering transitions, including any joint venture, commercial or collaborative relationship or the grant acquisition or license by the Company of stock options the securities, business, property or other stock-based awards, assets of another person or the issuance of Common Shares under entity or pursuant to any equity compensation employee benefit plan of the Company, or (iv) the issuance as assumed by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposesany such acquisition, provided that in each the case of this clause (iiE) the aggregate number of ADSs or ordinary shares issued in all such transactions does not exceed 10% of either the outstanding ADSs or ordinary shares, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and (iii) above, carry no registration rights that require or permit the underlying Common Shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period, and provided further that the Investor’s receive a signed lock-up agreement for the balance of the Lock-Up Period with respect to any such ADSs or ordinary shares so issued.

Appears in 1 contract

Samples: Subscription Agreement (Erytech Pharma S.A.)

Restriction on Sales of Securities. The CompanyDuring the period beginning on the date hereof and continuing through the close of trading on the date that is the 90th day immediately following the date of the Prospectus (the “Lock-Up Period”), on behalf of itself and any successor entity, agrees thatthe Company will not, without the prior written consent of the RepresentativePlacement Agent, it will notwhich consent may be withheld in the Placement Agent’s sole discretion, for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”): directly or indirectly: (i) 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, lend, lend or otherwise transfer or dispose ofof any ADSs, directly Shares or indirectly, any Common Shares, Pre-Funded Warrants, Warrants other share capital or any securities convertible into or exercisable or exchangeable for Common Shares; ADSs, Shares or other share capital, (ii) file or cause to be filed the filing of any registration statement under the Securities Act with the Commission relating respect to the offering of any Common SharesADSs, Pre-Funded Warrants, Warrants Shares or other share capital or any securities convertible into or exercisable or exchangeable for Common any ADSs, Shares or other share capital (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 Rule 462(b) Registration Statement prior filed to register Securities to be sold pursuant 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 AgreementTransaction Documents); , or (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 agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Common Sharesany ADSs, Pre-Funded Warrants Shares or Warrantsother share capital or any securities convertible into or exercisable or exchangeable for any ADSs, Shares or other share capital, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of Common ADSs, Shares, Pre-Funded Warrantsother share capital, Warrants or such other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The restrictions contained Notwithstanding the provisions set forth in this Section 3.20.1 shall not apply to 4(o), the Company may, without the prior written consent of Placement Agent (iA) issue the Public Securities and the Representative’s Securities to be sold hereunderthe Investors pursuant to the Transaction Documents; (B) file a registration statement to register the Ordinary Warrant Shares and Ordinary Warrant ADSs pursuant to Section 3.5 of the Subscription Agreements; (C) issue ADSs or Shares, and options to purchase ADSs or Shares, pursuant to stock option plans, stock purchase or other equity incentive plans described in the Prospectus, as those plans are in effect on the date of this Agreement; (iiD) the issuance by the Company of Common issue ADSs or Shares upon the exercise of a stock options issued under stock option or warrant other equity incentive plans referred to in clause (C) above, as those plans are in effect on the date of this Agreement, or upon the conversion exercise of a security warrants or convertible securities outstanding on the date hereof of this Agreement, as those warrants and disclosed convertible securities are in effect on the Registration Statement, the Pricing Disclosure Package and the Prospectus, which terms may not be amended during the Lock-Up Period, date of this Agreement; 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 (other than in connection with stock splits or combinations) or to extend the term of such securities, ; and (iiiE) the grant by the Company of stock options issue ADSs or other stock-based awards, or the issuance of Common Shares under any equity compensation plan of the Company, or (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposespartnering transactions, provided that in each the case of this clause (iiE) the aggregate number of ADSs or Shares issued in all such transactions does not exceed 5% of either the outstanding ADSs or Shares, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and (iii) above, carry no registration rights that require or permit the underlying Common Shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period, and provided and provided further that the Placement Agent receive a signed lock-up agreement for the balance of the Lock-Up Period with respect to any such ADSs or Shares so issued.

Appears in 1 contract

Samples: Placement Agency Agreement (Biophytis SA)

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