RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS Sample Clauses

RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS. Each holder of Registrable Securities agrees not to make any public sale or distribution of equity securities of TCP (except as part of the underwritten registration), including a sale pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after the effective date of any underwritten registration of securities by TCP (or such longer period not to exceed 180 days as the Underwriters may require) unless the managing underwriters agree otherwise.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS. Each Stockholder agrees not to make any public sale or distribution of equity securities of the Company (except as part of the underwritten registration effected pursuant to a Demand Registration or a Piggyback Registration or pursuant to registration on Form S-8 or any successor form), including a sale pursuant to Rule 144, during such customary period prior to and following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration as any managing underwriter(s) of such underwriting may reasonably request.
Sample 1Sample 2
RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS. Each Vendor agrees not to make any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144, during such customary period prior to and following the effective date of any underwritten registration, for the benefit of the Company or of any selling stockholders, as any managing underwriter(s) of such underwriting may reasonably request, provided that all "affiliates" (within the meaning of Rule 144) of the Company are similarly restricted.
Sample 1
RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS. Each holder of Registrable Securities whose securities are included in a registration statement agrees not to make any public sale or distribution of equity securities of AirNet (except as part of the underwritten registration or pursuant to registration on Form S-8 or any successor form), including a sale pursuant to Rule 144, during the seven days prior to and the 90 days after the effective date of any underwritten Piggyback Registration unless the managing underwriters agree otherwise.
Sample 1
RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS. Each Stockholder (i) agrees not to make any public sale or distribution of equity securities of the Company (except as part of the underwritten registration effected pursuant to a Demand Registration or a Piggyback Registration), including a sale pursuant to Rule 144,during the period beginning seven (7) days prior to and ending on ninety (90) days following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration as any managing underwriter(s) of such underwriting may reasonably request, and (ii) agrees not to make any public sale or distribution of equity securities of the Company, in each case including a sale pursuant to Rule 144, during (A) the periods described in Section 5.3(b)(ii) of the Bridge Registration Rights Agreement, (B) the periods described in Section 5.3(b)(ii) of the Amended and Restated Registration Rights Agreement, and (C) the period described in Section 3(b)(ii) of the Motorola Registration Rights Agreement, provided that such agreements are in full force and effect.
Sample 1
RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS. Each holder of Registrable Securities whose securities are included in a registration statement agrees not to make any public sale or distribution of equity securities of the Company (except as part of the underwritten registration), including a sale pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after the effective date of any underwritten Demand Registration or any underwritten, Piggyback Registration (or such longer period not to exceed 180 days as the Underwriters may require) unless the managing underwriters agree otherwise.
Sample 1
RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS. In connection with the Company’s IPO, each Shareholder shall enter into an agreement pursuant to which such Shareholder shall agree not to make any public sale or distribution of equity securities of the Company (except as part of the underwritten registration effected pursuant to the IPO, a Demand Registration or a Piggyback Registration or pursuant to registrations on Forms S-8 or any successor form), including a sale pursuant to Rule 144, during such customary period prior to and following the effective date of the Company’s IPO as any managing underwriter(s) of such underwriting may reasonably request, provided, that (a) such period shall not continue longer than 180 days following the effective date of the IPO registration statement and (b) all officers, directors, and 5% shareholders of the Company agree to the same restriction, which restricted period can be extended only with the written consent of the Shareholders affected thereby.
Sample 1
AutoNDA by SimpleDocs

Related to RESTRICTIONS ON PUBLIC SALE BY SECURITIES HOLDERS

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $10.0 million of the then-outstanding Registrable Securities.

  • Restrictions on Public Sale by the Company The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and (ii) 120 days after the effective date of such Registration Statement (except as part of such registration).

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Securities Pledgor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any securities pledged as Collateral, except as consented to in writing by Secured Party.

  • Restrictions on Transfer Registration Rights (a) Each holder of a Warrant agrees that prior to making any disposition or transfer of the Warrants or shares issuable upon exercise of the Warrants ("Shares"), unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the Company describing briefly the manner in which any such proposed disposition or transfer is to be made; and no such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!