Restriction on Sales of Shares. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period of ninety (90) days after the date of the final prospectus (the “Lock-Up Period”), without the prior written consent of the Placement Agents (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 in the Company or any securities convertible into or exercisable or exchangeable for shares in the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares in the Company or any securities convertible into or exercisable or exchangeable for shares in the Company, other than pursuant to a registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares in the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this section shall not apply to (i) the issuance by the Company of Ordinary Shares upon the exercise of share options, warrants or the conversion of a security, in each case, that are outstanding on the date hereof or issued in the Offering, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations) or to extend the term of such securities; (ii) the grant by the Company of share options or other share-based awards, or the issuance of shares in the Company under any share compensation plan of the Company in effect on the date hereof; and (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its...
Restriction on Sales of Shares. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Underwriter, 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 the Company or any securities convertible into or exercisable or exchangeable for shares of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of the Company or such other securities, in cash or otherwise. 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 Underwriter 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 Gro...
Restriction on Sales of Shares. (a) Until the third anniversary of the Closing, during any period of ninety (90) consecutive days, Purchaser shall not sell in excess of 300,000 Shares in the aggregate (as adjusted for stock splits, stock combinations, stock dividends and similar events).
(b) The restrictions under Section 7.03(a) shall not be applicable to any transfer of Shares by Purchaser to an Affiliate or to an investment fund or similar transferee of which Purchaser or an Affiliate owns or controls at least five percent (5%) thereof (a "Qualified Transferee"), provided that such Qualified Transferee shall have agreed in writing to be bound by the terms of this Agreement.
Restriction on Sales of Shares. For the period of two (2) years from the date upon which Purchasers (together with their Affiliates and Associates) acquire in excess of 15% of the Company’s outstanding Common Stock, sales of such acquired shares in excess of 15% of the Company’s outstanding Common Stock (“Excess Shares”) shall be effected only as set forth in Section 2(a) below, subject to the provisions of Section 2(b) below and all applicable legal restrictions on such sales.
(a) Purchasers may offer, sell, assign, pledge, transfer or dispose of (“Transfer”) in any one day, through open market sales or through privately-negotiated block sales to an arm’s length buyer, an amount of Excess Shares not to exceed two (2) times the average daily reported volume of trading in the Company’s Common Stock (as reported through the automated quotation system of a registered securities association) during the two calendar weeks preceding the date of sale. Any block sales (a block sale being defined as a single sale of 9,000 Excess Shares) must be effected at a price within 10% of the average closing price of the last five (5) trading days as quoted on the Nasdaq National Market (or other regulated quotation service, trading market or national securities exchange upon which the Company’s Common Stock is at such time listed) (the “Average Closing Price”);
(b) Notwithstanding the foregoing, if Purchasers desire to Transfer in excess of 10,000 of their Excess Shares of the Company’s Common Stock in any single trading day (the “Offered Shares”), Purchaser shall notify the Company in writing (which writing may consist of email correspondence to Xxx XxXxxxx, or the then-designated CFO of the Company or other person designated by the CFO to receive notices from the Purchaser) of the proposed Transfer (the “Notice”). The Company shall have the right to purchase any or all of the Offered Shares at a price equal to the Average Closing Price. In lieu of or in addition to exercising its right to purchase any or all of the Offered Shares, the Company shall have the right to direct the opportunity to purchase any or all of the Offered Shares to one or more purchasers of the Company’s choosing (the “Additional Purchasers”) at the Average Closing Price.
(i) If the Company and/or the Additional Purchasers, or any one or more thereof, elects to purchase any or all of the Offered Shares, the Company and/or the Additional Purchasers, as appropriate, shall give notice of acceptance in writing (which writing may consist ...
Restriction on Sales of Shares. The Company acknowledges and agrees that all of the 551,941 shares of the Company's common stock issued to and owned by Mr. Dolan ("Dolan Shares") are fully vested, non-assessable, and xxxxxxx xo nx xxxenses or claims of any nature or kind. The Company and Dolan acknowledge that the Dolan Shares are currently held by Xxxhael Morrison as Trusxxx ("Trustee") of the William W. Dolan Xxxxxxxxxxx Xxust, a Trust created by Mr. Dolan xx xxxxx xx xx xhe beneficiary ("Trust"). Dolan and Trustxx xxxxx that any sales of Dolan Shares shall bx xxde in accordance with Rule 144 of txx Xxcurities Act of 1933, and that: (i) during the period from January 1, 2004 through June 30 2004, there will be no sales of Dolan Shares; (ii) during the period from July 1,2004 through Dxxxxxer 31,2004, any sales of Dolan Shares shall be limited to no more than 5,000 Dolan Shares pxx xxnth; and (iii) during the period from January 0, 0005 through December 31, 2005, any sales of Dolan Shares shall be limited to no more than 10,000 Dolan Shaxxx xer month. The Company agrees that it will furnish xxx legal opinions or other documents as requested by Dolan or his broker in connection with any such Rule 144 sales of Xxxxn Shares within five business days of the Company's receipt of xxxx request. The Trustee joins in this Agreement for the purpose of being bound by the provisions of this Paragraph and Paragraph 11 of this Agreement. The Company acknowledges that the restrictions on sales set forth in this Paragraph are applicable only to the Dolan Shares, and are not applicable to shares owned by trusts crxxxxx by Samuel S. Duffey for his family members (i.e. - Spencer C. Duffex Xxxxxxxxxxx Xrust u/a/d 7/29/98, Elizabeth Rosxxxxx Xxxxxx Xxxxvocable Trust u/a/d 7/29/98, Grace Xxxxxx Xxxxxxxxxxx Xxxxt u/a/d 1/16/00) which are trusts in xxxxx Xx. Xolan serves as the trustee.
Restriction on Sales of Shares
