Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who or which was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ~~CENTENE CORPORATION~~ TTM TECHNOLOGIES, INC. By: ~~----------------------------~~ Name: Title: ~~The Selling Stockholders named in Schedule B hereto, acting severally~~ EACH AND EVERY SELLING SHAREHOLDER By: ~~----------------------------~~ Name: Title: Attorney-in-Fact Accepted as of the date hereof ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC ~~SG Cowen~~ RBC Dominion Securities Corporation ~~CIBC World Xxxxxxs Xxxx.~~ Xxxxxxx & Company, Inc. Xxxxx Fargo Securities, LLC Acting ~~severxxxx xx~~ severally on behalf of themselves and as representatives of the several Underwriters named in Schedule A hereto. By: ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC By: ~~-----------------------------~~ Name: Title: ~~SCHEDULE~~ Schedules A ~~NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Thomas Weisel~~ List of Underwriters B List of Selling Shareholders Exhibits A Form of Legal Opinion of Company and Selling Shareholders' Counsel B Form of Legal Opinion of Company Counsel (Washington Counsel) C Form of Lock-Up Agreement Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC ~~SG Cowen~~ RBC Dominion Securities Corporation ~~CIBC World Xxxxxxs Xxxx.~~ Xxxxxxx & Company, Inc. Xxxxx Fargo Securities, LLC Total ~~5,000,000~~ SCHEDULE B ~~MAXIMUM NUMBER~~ Selling Shareholder Number of Firm Shares To Be Sold Maximum Number of Additional Shares to be Sold Circuit Holdings LLC 0000 Xxxxxxxxxxxx Xxx. XX Xxxxx 000 Xxxxxxxxxx, XX 00000 [9,652,380 ] [1,465,600 ] Xxxxxx X. Xxxxx [121,850 ] [34,400 ] Xxxxxx X. Xxxxxxxx [25,770 ] [-0- ] Total [9,800,000 ] EXHIBIT C FORM OF ~~NUMBER OF FIRM SHARES ADDITIONAL SELLING STOCKHOLDER TO BE SOLD SHARES ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment~~ LOCK-UP AGREEMENT , 2003 Xxxxxx Xxxxxx Partners ~~Ltd. 1,742,487 257,513 Cahill~~LLC RBC Dominion Securities Corporation Xxxxxxx & Company, ~~Warnock Strategic Partners Fund, L.P. 825,503 000,007 Strategic Associates, L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan~~ Inc. Xxxxx Fargo Securities, ~~Inc. 33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- ------------- Total 4,600,000 679,505 ============= ============= EXHIBIT~~ LLC As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 RE: Lock-Up Agreement (the "Agreement") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, no par value (the "Common Stock"), of TTM Technologies, Inc., a Washington Corporation (the "Company"). The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule A ~~FORM OF LEGAL OPINION OF COMPANY COUNSEL~~to such agreement (collectively, the "Underwriters"), with the Company and certain Selling Shareholders providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the "Offering"). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company and such Selling Shareholders with respect to the Offering. To induce the Underwriters that may participate in the Offering to continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Offering (the "Prospectus"), (1) 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. Notwithstanding the foregoing, the undersigned may transfer shares of Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) as a distribution to the undersigned's partners, members or shareholders, provided that such partners, members and shareholders agree to be bound by the restrictions set forth herein, (iv) to the Underwriters pursuant to the Underwriting Agreement, or (v) in transactions relating to shares of Common Stock acquired by the undersigned in open market transactions after the completion of the Offering. For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, business trust, association, limited liability company, partnership, limited liability partnership or other entity (collectively, the "Entities" or individually, the "Entity"), the undersigned may transfer the capital stock of the Company to any Entity which is directly or indirectly controlled by, or is under common control with the undersigned; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned understands that whether or not the Offering actually occurs depends on a number of factors, including stock market conditions. The Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation among the Company and the Underwriters. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with the foregoing restrictions. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Very truly yours, (Name) (Address) Exhibit 1.1

Appears in 1 contract

Samples: Underwriting Agreement (TTM Technologies Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Vocus, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Nutri System Inc /De/)

Appears in 1 contract

Samples: Underwriting Agreement (Corcept Therapeutics Inc)

Appears in 1 contract

Samples: Underwriting Agreement (TTM Technologies Inc)

Appears in 1 contract

Samples: Comstock Homebuilding Companies, Inc.

Appears in 1 contract

Samples: Placement Agency Agreement (Ista Pharmaceuticals Inc)

Appears in 1 contract

Samples: Placement Agency Agreement (Depomed Inc)

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 87, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus supplement and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ~~CENTENE CORPORATION~~ DEPOMED, INC By: ~~----------------------------~~ /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: ~~The Selling Stockholders named in Schedule B hereto, acting severally By: ---------------------------- Attorney-in-Fact~~ Vice President and Chief Financial Officer Accepted as of the date hereof ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC ~~SG Cowen Securities Corporation~~ CIBC World ~~Xxxxxxs Xxxx.~~ Markets Corp. Punk, Xxxxxx & Company, L.P. Acting ~~severxxxx xx~~ severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC By: ~~-----------------------------~~ /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Partner SCHEDULE A ~~NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Thomas Weisel~~ Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC ~~SG Cowen Securities Corporation~~ 3,250,000 CIBC World Xxxxxxs Xxxx. Total 5,000,000 SCHEDULE B MAXIMUM NUMBER OF NUMBER OF FIRM SHARES ADDITIONAL SELLING STOCKHOLDER TO BE SOLD SHARES ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment Partners Ltd. 1,742,487 257,513 CahillMarkets Corp. 2,275,000 Punk, ~~Warnock Strategic Partners Fund~~Xxxxxx & Company, L.P. ~~825,503 000,007 Strategic Associates~~975,000 Total 6,500,000 EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxx Partners LLC CIBC World Markets Corp. c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, ~~L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan Securities~~Suite 3700 San Francisco, California 94104 DepoMed, Inc. ~~33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- ------------- Total 4,600,000 679,505 ============= ============= EXHIBIT~~ 0000 X’Xxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 September 25, 2003 Re: Lock-Up Agreement (the “Agreement”) Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, no par value (the “Common Stock”), of DepoMed, Inc., a California corporation (the “Company”). The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule A ~~FORM OF LEGAL OPINION OF COMPANY COUNSEL~~to such agreement (collectively, the “Underwriters”), with the Company providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the “Public Offering”). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLP (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell (including any short sales), 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. Notwithstanding the foregoing, the undersigned may transfer shares of Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party, provided that such waiver shall apply only to the Public Offering, and any other action taken by the Company in connection with the Public Offering. The undersigned hereby agrees that, to the extent that the terms of this Agreement conflict with or are in any way inconsistent with any registration rights agreement to which the undersigned and the Company may be a party, this Agreement supersedes such registration rights agreement. The undersigned understands that whether or not the Public Offering actually occurs depends on a number of factors, including stock market conditions. The Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation among the Company and the Underwriters. The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with the foregoing restrictions. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, (Signature) (Name) (Address)

Appears in 1 contract

Samples: Underwriting Agreement (Depomed Inc)

Appears in 1 contract

Samples: Friedmans Inc

Appears in 1 contract

Samples: Underwriting Agreement (Ista Pharmaceuticals Inc)

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 87, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ~~CENTENE CORPORATION~~ ALLION HEALTHCARE, INC. By: ~~----------------------------~~ Name: Title: ~~The Selling Stockholders named in Schedule B hereto, acting severally By: ---------------------------- Attorney-in-Fact~~ Accepted as of the date hereof ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx.~~ Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Acting ~~severxxxx xx~~ severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC By: ~~-----------------------------~~ Name: Title: SCHEDULE A ~~NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Thomas Weisel~~ Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx.~~ Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Total ~~5,000,000~~ SCHEDULE B MAXIMUM NUMBER OF NUMBER OF FIRM SHARES ADDITIONAL SELLING STOCKHOLDER TO BE SOLD SHARES ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment Partners Ltd. 1,742,487 257,513 Cahill, Warnock Strategic Partners Fund, L.P. 825,503 000,007 Strategic Associates, L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan SecuritiesSubsidiaries of the Company Name Jurisdiction of Organization Mom’s Pharmacy, Inc. ~~33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- ------------- Total 4,600,000 679,505 ============= =============~~ California Medicine Made Easy California Mail Order Meds, Inc. Texas Mom’s Pharmacy, Inc. New York Mom’s Pharmacy, LLC Florida North American Home Health Supply, Inc. California Specialty Pharmacies, Inc. Washington SCHEDULE C Registration Rights Name of Shareholder with Registration Rights Class of Security subject to Registration Rights Number of Shares subject to Registration Rights EXHIBIT ~~A FORM OF LEGAL OPINION OF COMPANY COUNSEL~~A-1 Form of Legal Opinion of Xxxxxxxx & Xxxxx LLP EXHIBIT A-2 Form of Legal Opinion of Xxxxx Peabody LLP EXHIBIT B Form of Lock-Up Agreement , 2005 Xxxxxx Xxxxxx Partners LLC Xxxxxxx Xxxxx & Company, Inc. First Albany Capital Inc. As Representatives of the several Underwriters c/x Xxxxxx Xxxxxx Partners LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Lock-Up Agreement (the “Agreement”) Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Allion Healthcare, Inc., a Delaware corporation (the “Company”), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in such agreement (collectively, the “Underwriters”), with the Company providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “Public Offering”). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the exercise of options or warrants or the conversion of a security outstanding on the date of the Prospectus and which is described in the Registration Statement on Form S-1; provided, however, that the undersigned agrees that the foregoing sentence shall apply to any securities issued by the Company to the undersigned upon such an exercise or conversion. The undersigned agrees that if, (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the 180-day restricted 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 180-day period, the 180-day period automatically shall extend until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The undersigned hereby acknowledges and agrees that written notice of any extension of the 180-day lock-up period pursuant to the previous paragraph will be delivered by Xxxxxx Xxxxxx Partners LLC to the Company and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 180-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 180-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired. The restrictions described above are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. Notwithstanding the foregoing, the undersigned may sell or otherwise transfer shares of Common Stock, without the prior written consent of Xxxxxx Xxxxxx Partners LLC, (1) as a bona fide gift or gifts, (2) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (3) if the undersigned is a partnership or corporation or similar entity, as a distribution to partners or stockholders of the undersigned, if any, (4) if the undersigned is a corporation, as a transfer to any wholly-owned subsidiary of such corporation, (5) to an entity controlled by the undersigned or an immediate family member of the undersigned, or (6) by will or the laws of descent and distribution; provided, however, that in the case of each such transfer, it shall be a condition to the transfer that (1) the transferee execute an agreement stating that the transferee agrees to be bound by the restrictions contained in this Agreement, (2) any such transfer shall not involve a disposition for value, (3) such transfer is not required to be reported in any public report or filing with the Securities and Exchange Commission or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned in the open market following the Public Offering. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion) it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration under the Securities Act of 1993, as amended, of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Public Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, owned either of record or beneficially by the undersigned, including any rights to receive notice of the Public Offering. The undersigned understands that whether or not the Public Offering actually occurs depends on a number of factors, including stock market conditions. The Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation among the Company and the Underwriters. If the Public Offering does not close by October 31, 2005, this Agreement shall terminate immediately upon such date and be of no further force and effect. The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with the foregoing restrictions. This Agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, (Name) (Address) EXHIBIT C Parties to Lock-Up Agreements

Appears in 1 contract

Samples: Underwriting Agreement (Allion Healthcare Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Impac Medical Systems Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Orasure Technologies Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Collectors Universe Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Rubios Restaurants Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Allion Healthcare Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Buy Com Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Innovative Drug Delivery Systems Inc)

Appears in 1 contract

Samples: Comstock Homebuilding Companies (Comstock Homebuilding Companies, Inc.)

Sophisticated Parties. Each of the parties hereto acknowledges that it --------------------- is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ~~CENTENE CORPORATION~~ PEET'S COFFEE & TEA, INC. By: ~~----------------------------~~ ----------------------------------------------- Name: Xxxxxxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer The Selling ~~Stockholders~~ Shareholders named in Schedule B hereto, acting severally By: ~~----------------------------~~ ----------------------------------------------- Attorney-in-Fact Accepted as of the date hereof ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx.~~ Pacific Growth Equities, Inc. XX Xxxxxxxxx & Co. Acting ~~severxxxx xx~~ severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: ~~Thomas Weisel~~ Xxxxxx Xxxxxx Partners LLC By: ~~-----------------------------~~ ------------------------------------------ Name: Title: SCHEDULE A ~~NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Thomas Weisel~~ Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx. Total 5,000,000 SCHEDULE B MAXIMUM NUMBER OF NUMBER OF FIRM SHARES ADDITIONAL SELLING STOCKHOLDER TO BE SOLD SHARES ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment Partners Ltd. 1,742,487 257,513 Cahill, Warnock Strategic Partners Fund, L.P. 825,503 000,007 Strategic Associates, L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan SecuritiesPacific Growth Equities, Inc. ~~33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- -------------~~ XX Xxxxxxxxx & Co. Total ~~4,600,000 679,505 ====~~2,250,000 ========= ~~======~~SCHEDULE B Number of Firm Selling Shares Shareholder To Be Sold Xxxxxx Xxxxxxx 500,000 Total 500,000 ======= EXHIBIT A ~~FORM OF LEGAL OPINION OF COMPANY COUNSEL~~--------- Form of Legal Opinion of Company Counsel

Appears in 1 contract

Samples: Underwriting Agreement (Peets Coffee & Tea Inc)

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who or which was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ~~CENTENE~~ SELECT COMFORT CORPORATION By~~: ----------------------------~~ :_________________________________________ Name: Title: The Selling ~~Stockholders~~ Shareholders named in Schedule B hereto, acting severally By~~: ----------------------------~~ :_________________________________________ Attorney-in-Fact Accepted as of the date hereof Thomas Weisel Partners LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx~~U.S. Bancorp Piper Jaffray Inc. Adams, Harknexx & Xixx, Xxc. ~~Acting severxxxx~~ Craig-Hallum Capital Groxx, XXX Xxxxng sevxxxxxy xx ~~behalf~~ xxxxxf xx themselxxx xxx xx xepresentatives of ~~themselves and~~ the several Underwriters named in Schedule A hereto. By: Thomas Weisel Partners LLC By~~: ----------------------------- Name~~:_____________________________ Xxxx: Title: SCHEDULE A UNDERWRITER NUMBER OF FIRM SHARES ~~UNDERWRITER~~ TO BE PURCHASED ~~-----------~~ --------------- Thomas Weisel Partners LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx~~U.S. Bancorp Piper Jaffray Inc. Adams, Harknexx & Xixx, Xxc. ~~Total 5,000,000~~ Craig-Hallum Capital Groxx XXX Xxtal SCHEDULE B ~~MAXIMUM NUMBER OF~~ NUMBER OF FIRM MAXIMUM NUMBER SHARES OF ADDITIONAL SHARES SELLING ~~STOCKHOLDER~~ SHAREHOLDER TO BE SOLD ~~SHARES~~ TO BE SOLD ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment Partners Ltd. 1,742,487 257,513 Cahill, Warnock Strategic Partners Fund, L.P. 825,503 000,007 Strategic Associates, L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan Securities, Inc. 33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- ------------- --------------- -------------------- St. Paul Companies Renaissance US Growth & Income Trust PLC BFS US Special Xxxortunities Trust PLC Total ~~4,600,000 679,505 ============= =============~~ EXHIBIT A C FORM OF ~~LEGAL OPINION OF COMPANY COUNSEL~~LOCK-UP AGREEMENT ____________, 2003 Thomas Weisel Partners LLC U.S. Bancorp Piper Jaffray Inc. Adams, Harknexx & Xixx, Xxc. Craig-Hallum Capital Groxx, Xxx. Xx Xepresexxxxxvex xx xxx sexxxxl Underxxxxxxx x/x Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, Calxxxxxxa 94104 XX: XXXX-XX XXXXXXXXX (THE "AGREEMENT") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock, par value $________ per share (the "COMMON STOCK"), of Select Comfort Corporation, a Minnesota Corporation (the "COMPANY"). The undersigned understands that you, as representatives (the "REPRESENTATIVES"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule A to such agreement (collectively, the "UNDERWRITERS"), with the Company and certain Selling Shareholders providing for a public offering of the Common Stock of the Company pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the "OFFERING"). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you and the other Underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company and such Selling Shareholders with respect to the Offering. To induce the Underwriters that may participate in the Offering to continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of Thomas Weisel Partners (which consent may be withheld in its sole discrexxxx), xx xxxl not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Offering (the "PROSPECTUS"), (1) 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Thomas Weisel Partners (which consent may be withheld in its sole discrexxxx), xx xxxl not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Offering, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Select Comfort Corp)

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of ~~Section 8~~Sections 9 and 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ~~CENTENE CORPORATION~~ SIRF TECHNOLOGY HOLDINGS, INC. By: ~~----------------------------~~ Name: Title: The Selling Stockholders named in Schedule B I hereto, acting severally By: ~~----------------------------~~ Attorney-in-Fact Accepted as of the date hereof ~~Thomas Weisel~~ Xxxxxx Xxxxxxx & Co. Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities Inc. Xxxxxx Xxxxxx Partners LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx.~~ Acting ~~severxxxx xx~~ severally on behalf of themselves and the several Underwriters named in Schedule A II hereto. By: ~~Thomas Weisel Partners LLC~~ Xxxxxx Xxxxxxx & Co. Incorporated By: ~~-----------------------------~~ Name: Title: SCHEDULE ~~A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Thomas Weisel~~ I Selling Stockholder Number of Firm Shares To Be Sold Total: . . . . . . . . . . . . . . . . . . . . . . . SCHEDULE II Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities Inc. Xxxxxx Xxxxxx Partners LLC ~~SG Cowen~~ Total: . . . . . . . . . . . . . . . . . . . . . . . Exhibit A Form of Lock-Up Agreement Xxxxxx Xxxxxxx & Co. Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities ~~Corporation CIBC World Xxxxxxs~~ Inc. Xxxxxx Xxxxxx Partners LLC c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SiRF Technology Holdings, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters, including Xxxxxx Xxxxxxx (the “Underwriters”), of the Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”). ~~Total 5,000,000 SCHEDULE~~ To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) 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 Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement; (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions; provided, however, that if the undersigned person is subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended, all shares acquired in the open market will be subject to this Lock-Up Agreement; (c) transfers of shares of Common Stock or any security convertible into Common Stock by any bona fide gift or gifts, (d) transfers of shares of Common Stock or any security convertible into Common Stock by will or intestate succession to the undersigned’s spouse or lineal descendants; (e) transfers of shares of Common Stock or any security convertible into Common Stock to partners or stockholders of the undersigned; or (f) transfers of shares of Common Stock or any security convertible into Common Stock to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value; provided that in the case of any transfer or distribution pursuant to clause (c) (d), (e) or (f), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) the undersigned shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Securities Exchange Act of 1934, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also consents and agrees to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Notwithstanding anything to the contrary herein, if the Public Offering shall not have occurred prior to July 1, 2004, this letter agreement shall be of no further force and effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, By: (Print Name) (Address) Exhibit B MAXIMUM NUMBER OF NUMBER OF FIRM SHARES ADDITIONAL SELLING STOCKHOLDER TO BE SOLD SHARES ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment Form of Selling Stockholder Lock-Up Agreement Xxxxxx Xxxxxxx & Co. Incorporated Credit Suisse First Boston LLC Deutsche Bank Securities Inc. Xxxxxx Xxxxxx Partners ~~Ltd. 1,742,487 257,513 Cahill~~LLC c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, ~~Warnock Strategic Partners Fund~~XX 00000 Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SiRF Technology Holdings, ~~L.P. 825,503 000,007 Strategic Associates~~Inc., ~~L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan Securities~~a Delaware corporation (the “Company”), Inc. 33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- ------------- Total 4,600,000 679,505 ============= ============= EXHIBIT A FORM OF LEGAL OPINION OF COMPANY COUNSELproviding for the initial public offering (the “Public Offering”) by the several Underwriters, including Xxxxxx Xxxxxxx (the “Underwriters”), of the Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 240 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) 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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) 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 Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement; (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions; provided, however, that if the undersigned person is subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended, all shares acquired in the open market will be subject to this Lock-Up Agreement; (c) transfers of shares of Common Stock or any security convertible into Common Stock by any bona fide gift or gifts, (d) transfers of shares of Common Stock or any security convertible into Common Stock by will or intestate succession to the undersigned’s spouse or lineal descendants; (e) transfers of shares of Common Stock or any security convertible into Common Stock to partners or stockholders of the undersigned; or (f) transfers of shares of Common Stock or any security convertible into Common Stock to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value; provided that in the case of any transfer or distribution pursuant to clause (c) (d), (e) or (f), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) the undersigned shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Securities Exchange Act of 1934, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 240 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also consents and agrees to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Notwithstanding anything to the contrary herein, if the Public Offering shall not have occurred prior to July 1, 2004, this letter agreement shall be of no further force and effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, By: (Print Name) (Address)

Appears in 1 contract

Samples: Underwriting Agreement (Sirf Technology Holdings Inc)

Appears in 1 contract

Samples: Comstock Homebuilding Companies (Comstock Homebuilding Companies, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Arena Pharmaceuticals Inc)

Appears in 1 contract

Samples: Underwriting Agreement (Total Entertainment Restaurant Corp)

Sophisticated Parties. ~~Each~~ The Parties each acknowledge, accept, warrant and represent that (i) they are sophisticated Parties represented at all relevant times during the negotiation and execution of this Agreement by counsel of their choice, and that they have executed this Agreement with the consent and on the advice of such independent legal counsel, and (ii) they and their counsel have determined through independent investigation, extensive due diligence, and robust, arms-length negotiation that the terms of this Agreement shall exclusively embody and govern the subject matter of this Agreement. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the ~~parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof~~day and year first above written. ParkerVision, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Inc. (as “Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CENTENE CORPORATION ”) By: ~~----------------------------~~ ______________________________ Name: Title: ~~The Selling Stockholders named in Schedule B hereto, acting severally~~ 1624 PV LLC (as “Funder”) By: ---------------------------- Attorney-in-Fact Accepted as of the date hereof Thomas Weisel Partners LLC SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx. Acting severxxxx xx behalf of themselves and the several Underwriters named in Schedule A hereto. By: Thomas Weisel Partners LLC By: ----------------------------- ______________________________ Name: Title: * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE A ~~NUMBER OF FIRM SHARES UNDERWRITER~~ PATENTS All patents owned by Company including any additional reissue, re-examination, continuations, continuations-in-part, applications, patents pending and/or counterparts. ENFORCEMENT PLAN Company shall pursue Enforcement (through litigation or otherwise) against one of the Initial Targets [*]. Subject to the mutual agreement of the Parties, Company may expand the Enforcement through [*]. INITIAL TARGETS [*] as agreed upon by Company and Funder. ATTORNEYS [*] COMMITTED CAPITAL Committed Capital shall be $7,000,000 in the aggregate. The Committed Capital may be reduced upon [*] and where the Parties consent to such adjustment. REIMBURSEMENT AMOUNT An amount equal to the Released Funding. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO BE PURCHASED ----------- --------------- Thomas Weisel Partners LLC SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx. Total 5,000,000 SCHEDULE B MAXIMUM NUMBER OF NUMBER OF FIRM SHARES ADDITIONAL SELLING STOCKHOLDER TO BE SOLD SHARES ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment Partners Ltd. 1,742,487 257,513 Cahill, Warnock Strategic Partners Fund, L.P. 825,503 000,007 Strategic Associates, L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan Securities, Inc. 33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- ------------- Total 4,600,000 679,505 ============= ============= EXHIBIT A FORM OF LEGAL OPINION OF COMPANY COUNSELTHE OMITTED PORTIONS.

Appears in 1 contract

Samples: Parkervision Enforcement Funding Agreement (Parkervision Inc)

Appears in 1 contract

Samples: Cache Inc

Appears in 1 contract

Samples: Underwriting Agreement (Impac Medical Systems Inc)

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 87, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary ~~prospectus~~ prospectus, the Basic Prospectus, the Prospectus Supplement and the Prospectus (and any amendments and supplements thereto), as required by the ~~Securities~~ Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ~~CENTENE CORPORATION~~ ISTA PHARMACEUTICALS, INC. By: ~~----------------------------~~ /s/ Xxxxxxx Xxxxx, Xx. Name: Xxxxxxx Xxxxx, Xx. Title: ~~The Selling Stockholders named in Schedule B hereto, acting severally By: ---------------------------- Attorney-in-Fact~~ President and Chief Executive Officer Accepted as of the date hereof ~~Thomas Weisel Partners~~ Banc of America Securities LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx.~~ Acting ~~severxxxx xx~~ severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: ~~Thomas Weisel Partners~~ Banc of America Securities LLC By: ~~-----------------------------~~ /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director SCHEDULE A ~~NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Thomas Weisel~~ Underwriter Number of Firm Shares To Be Purchased Banc of America Securities LLC 2,310,000 Xxxxxx Xxxxxx Partners LLC ~~SG Cowen Securities Corporation CIBC World Xxxxxxs Xxxx.~~ 2,035,000 Lazard Freres & Co. LLC 880,000 X.X. Xxxxxxxxx, Towbin LLC 275,000 Total ~~5,000,000~~ 5,500,000 SCHEDULE B MAXIMUM NUMBER OF NUMBER OF FIRM SHARES ADDITIONAL SELLING STOCKHOLDER TO BE SOLD SHARES ------------------- ------------- ------------- Greylock Limited Partnership 1,853,831 273,968 Strategic Investment Partners Ltd. 1,742,487 257,513 CahillLock-Up Agreements Officers Xxxxxxxx Xxxxx, ~~Warnock Strategic Partners Fund~~Xx. Ph.D. Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx, Ph.D. Xxxxxxxx X. XxXxxxxx Xxxx XxXxxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxxxx Directors Xxxxxxxx X. XxXxxxx Five Percent (5%) or Greater Stockholders Sprout Capital IX, L.P. ~~825,503 000,007 Strategic Associates~~Sprout Entrepreneurs’ Fund L.P. Sprout IX Plan Investors, L.P. 45,740 6,760 Robert Johannes 82,867 00,006 JP Morgan Securities, Inc. 33,605 4,966 William Jollie 13,907 0,055 Shelly Stewart 2,000 -- Elaine Laverenz 60 -- ------------- ------------- Total 4,600,000 679,505 ============= ============= EXHIBIT A FORM OF ~~LEGAL~~ OPINION OF COMPANY ~~COUNSEL~~COUNSEL January , 0000 Xxxx xx Xxxxxxx Securities LLC Xxxxxx Xxxxxx Partners LLC As Representatives of the several Underwriters c/o Banc of America Securities LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Purchase of 5,500,000 shares of Common Stock of ISTA Pharmaceuticals, Inc. by the Underwriters pursuant to the Underwriting Agreement dated January 20, 2005 Ladies and Gentlemen: We have acted as counsel for ISTA Pharmaceuticals, Inc., a Delaware corporation (the “Company”) in connection with (a) the Registration Statement on Form S-3 (Registration No. 333-114815), which was filed with the Securities and Exchange Commission (the “Commission”) on April 23, 2004, as amended by Amendment No. 1 thereto, which was filed with the Commission on May 10, 2004 (as so amended, the “Registration Statement”), and (b) the Underwriting Agreement, dated January 20, 2005 (the “Underwriting Agreement”), among the Company and Banc of America Securities LLC and Xxxxxx Xxxxxx Partners LLC, acting on their behalf and as representatives of the several underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”). Pursuant to the Underwriting Agreement, the Underwriters have severally agreed to purchase from the Company an aggregate of 5,500,000 shares (the “Firm Shares”) of its authorized but unissued common stock, par value $0.001 per share, and the Company has granted the Underwriters an option to purchase up to 825,000 additional shares of the Company’s common stock (the “Option Shares”). The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.” The Shares have been registered with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Regulations”) of the Commission thereunder, pursuant to the Registration Statement. The Registration Statement was declared effective on May 18, 2004 (the “Effective Date”). The prospectus dated May 18, 2004 (hereinafter referred to as the “Base Prospectus”) and the prospectus supplement dated January , 2005 (including all materials incorporated by reference or deemed incorporated by reference therein at the date hereof), in the form filed with the Commission on January , 2005 under Rule 424(b) promulgated under the Securities Act, is hereinafter referred to as the Prospectus Supplement. The Base Prospectus and the Prospectus Supplement are sometimes collectively referred to herein as the “Prospectus.” This opinion is being delivered pursuant to Section 5.8 of the Underwriting Agreement. Unless specifically defined herein or unless the context requires otherwise, capitalized terms used herein shall have the meanings set forth in the Underwriting Agreement. In connection with the preparation of this opinion, we have examined such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed that, except for the Underwriting Agreement and the documents required or contemplated thereby, there are no other documents or agreements among the Company and the Underwriters which would expand or otherwise modify the respective rights and obligations of the Company and the Underwriters as set forth in the Underwriting Agreement and the documents required or contemplated thereby. We have assumed the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies, and the genuineness of all signatures. We have also assumed the legal capacity of all natural persons and that, with respect to all parties to agreements or instruments relevant hereto other than the Company, such parties had the requisite power and authority to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action, executed and delivered by such parties, and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon the representations of each party made in the Underwriting Agreement and the other documents and certificates delivered in connection therewith, certificates of officers of the Company and certificates and advices of public officials. Although we have not independently verified the accuracy of such representations and certifications, we have no current actual knowledge of any material misstatement or inaccuracy therein, and we have no reason to believe that you are not justified in relying on any opinions expressed herein based on such representations or certifications. Whenever a statement herein is qualified by “known to us,” “to our current actual knowledge,” or similar phrase, it is intended to indicate that, during the course of our representation of the Company, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys in this firm who have rendered legal services in connection with the transaction described in the introductory paragraph hereof. However, except as otherwise expressly indicated, we have not undertaken any independent investigation to determine the accuracy of such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company. Notwithstanding anything herein to the contrary, we express no opinion as to any agreement or other document between the Company and Allergan, Inc. and/or any of its affiliates and as to any such matters related thereto or arising therefrom. Based upon the foregoing, and subject to the additional assumptions, exceptions, qualifications and limitations set forth below, we are of the opinion that:

Appears in 1 contract

Samples: Underwriting Agreement (Ista Pharmaceuticals Inc)

Common use of Sophisticated Parties Clause in Contracts