Common use of Restrictions on Public Sale Clause in Contracts

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from Taminco Holdings and continuing until 90 days after the commencement of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, Taminco Holdings and any other Holders agree not to effect any public sale or distribution of any equity or equity-linked securities during the period commencing on the date being no more than 10 days prior to the effectiveness of the Registration Statement pursuant to which such public offering shall be made and continuing until 90 days after the commencement of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering.

Appears in 1 contract

Samples: Registration Rights Agreement (TAMINCO ACQUISITION Corp)

AutoNDA by SimpleDocs

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from Taminco Holdings any Holder and continuing until 90 180 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, Taminco Holdings the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other Holders agree not offering, or in the case of a registration pursuant to effect any public sale or distribution of any equity or equity-linked securities during the period commencing on the date being no more than 10 days prior to the effectiveness Rule 415 of the Registration Statement pursuant to which such public offering shall be made and continuing until 90 days after the commencement of any Underwritten Offering Securities Act (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering.any similar rule then in

Appears in 1 contract

Samples: Registration Rights Agreement (AMCI Acquisition LLC)

Restrictions on Public Sale. (a) Section 3.1 If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from Taminco Holdings MFP and Franklin and continuing until 90 days after the commencement of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) Section 3.2 If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten OfferingOffering in which (i) the MFP Investor and the Franklin Investor (a) have been given an opportunity to participate pursuant to Section 2.3 hereof and (b) have declined to participate and (ii) (a) the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions), Taminco Holdings in their capacities as such and (b) other holders of more than 1% of the Shares, in each case, have agreed to the restrictions described below, such declining Investor(s) and any other Holders agree not to effect any public sale or distribution of any equity or equity-linked securities during the period commencing on the date being no more than 10 days prior to the effectiveness of the Registration Statement pursuant to which such public offering shall be made and continuing until 90 60 days after the commencement date of the underwriting agreement in connection with any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. If the Underwriter(s) shall waive any provision of any applicable lock-up agreement for any Person, or shall grant an exception to any provisions thereof, such waiver or exception shall apply with respect to any lock-up agreements executed by and among the Underwriter(s) and the Holders in the same amounts, for the same duration and with the same force and effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gulfmark Offshore Inc)

AutoNDA by SimpleDocs

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from Taminco Holdings any Holder and continuing until 90 180 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, Taminco Holdings the Holders shall not sell or otherwise transfer or dispose of any Units (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other Holders agree not offering, or in the case of a registration pursuant to effect any public sale or distribution of any equity or equity-linked securities during the period commencing on the date being no more than 10 days prior to the effectiveness Rule 415 of the Registration Statement pursuant to which such public offering shall be made and continuing until 90 days after the commencement of any Underwritten Offering Securities Act (or for such shorter period as any similar rule then in force), the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering.180

Appears in 1 contract

Samples: Registration Rights Agreement (Foundation Coal Holdings, Inc.)

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