Thomxx Xxxsxx Xxxtners LLC. Total .............................................................. 3,000,000 ========= NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD ------------------- ----------- ------- Total ............................................................................................. 550,000 ======= 35 EXHIBIT A LOCK-UP AGREEMENT BANCBOSTON ROBEXXXXX XXXPXXXX XXX. As Lead Representative of the several Underwriters 555 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Xxdies and Gentlemen: The undersigned understands that you, as lead representative of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with Netegrity, Inc. (the "Company") and certain selling stockholders providing for the public offering (the "Public Offering") by the Underwriters, including yourselves, of the Company's common stock, $.01 par value (the "Common Stock"), pursuant to a registration statement on Form S-3 to be filed with the Securities and Exchange Commission. This letter agreement shall terminate and be of no further force and effect upon a decision by BancBoston Robexxxxx Xxxpxxxx Xxx. or the Company not to proceed with the Public Offering. In consideration of the Underwriters' agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that the undersigned will not, for a period commencing on the date hereof and continuing thereafter until 90 days after the date of the final prospectus for the Public Offering (the "Lock-Up Period"), offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (each a "Disposition") any shares of Common Stock, any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, otherwise than (a) as a distribution to limited partners, members or shareholders of the undersigned, (b) by gift, will or intestacy, (c) in the event the undersigned is an individual, to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned, his or her parent or parents and/or a member or members of his or her immediate family, (d) to the undersigned's affiliates, as such term is defined in Rule 405 under the Securities Act of 1933, provided that the transferees, donees or distributees thereof under clauses (a), (b), (c) and (d) (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (e) with the prior written consent of BancBoston Robexxxxx Xxxpxxxx Xxx. The foregoing restriction is expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. Notwithstanding the foregoing, this Lock-Up Agreement does not prohibit the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering. The undersigned Date:____________________________, 1999 Very truly yours, ____________________________________ Name (please print or type) ____________________________________ Signature
Appears in 1 contract
Thomxx Xxxsxx Xxxtners LLC. Total .............................................................. 3,000,000 ========= NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD ------------------- ----------- ------- Total ............................................................................................. 550,000 ======= 35 EXHIBIT A LOCK-UP AGREEMENT BANCBOSTON ROBEXXXXX XXXPXXXX XXX. As Lead Representative of the several Underwriters 555 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Xxdies and Gentlemen: The undersigned understands that you, as lead representative of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with Netegrity, Inc. (the "Company") and certain selling stockholders providing for the public offering (the "Public Offering") by the Underwriters, including yourselves, of the Company's common stock, $.01 par value (the "Common Stock"), pursuant to a registration statement on Form S-3 to be filed with the Securities and Exchange Commission. This letter agreement shall terminate and be of no further force and effect upon a decision by BancBoston Robexxxxx Xxxpxxxx Xxx. or the Company not to proceed with the Public Offering. In consideration of the Underwriters' agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that the undersigned will not, for a period commencing on the date hereof and continuing thereafter until 90 days after the date of the final prospectus for the Public Offering (the "Lock-Up Period"), offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (each a "Disposition") any shares of Common Stock, any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, otherwise than (a) as a distribution to limited partners, members or shareholders of the undersigned, (b) by gift, will or intestacy, (c) in the event the undersigned is an individual, to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned, his or her parent or parents and/or a member or members of his or her immediate family, (d) to the undersigned's affiliates, as such term is defined in Rule 405 under the Securities Act of 1933, provided that the transferees, donees or distributees thereof under clauses (a), (b), (c) and (d) (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (e) with the prior written consent of BancBoston Robexxxxx Xxxpxxxx Xxx. The foregoing restriction is expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. Notwithstanding the foregoing, this Lock-Up Agreement does not prohibit the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering. The undersigned Date:_______________Total.......................................................... _____________, 1999 Very truly yours, ___2000 Page 29 EXHIBIT A LOCK-UP AGREEMENT _________________________________ Name (please print or type) ____________________________________ Signature_________________________________ _________________________________ _________________________________ RE: First Horizon Pharmaceutical Corporation (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representatives (the "Representatives") of the underwriters. The undersigned recognizes that the 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 Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition") any shares of Common Stock, any options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction,
Appears in 1 contract
Samples: Underwriting Agreement (First Horizon Pharmaceutical Corp)
Thomxx Xxxsxx Xxxtners LLC. Total .............................................................. 3,000,000 Warburg Dillon Read LLC......................... _________ Total............................ 1,600,000 ========= NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD ------------------- ----------- ------- Total ............................................................................................. 550,000 ======= 35 EXHIBIT Exhibit A LOCKForm of Lock-UP AGREEMENT BANCBOSTON ROBEXXXXX XXXPXXXX XXXUp Agreement ING Barings LLC Bear, Steaxxx & Xo. As Lead Representative of the several Underwriters 555 Xxxxxxxxxx XxxxxxInc. Thomxx Xxxsxx Xxxtners LLC Warburg Dillon Read LLC c/o ING Barings LLC 55 Exxx 00xx Xxxxxx Xxx Xxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxx 00000 Xxdies Molecular Devices Corporation Ladies and Gentlemen: The undersigned understands that you, as lead representative is the record owner of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with Netegrity, Inc. (the "Company") and certain selling stockholders providing for the public offering (the "Public Offering") by the Underwriters, including yourselves, shares of the Company's common stock, $.01 par value $.001 per share (COMMON STOCK), or options to purchase shares of the Common Stock (such shares and options herein referred to as SECURITIES) of Molecular Devices Corporation, a Delaware corporation (the "Common Stock"COMPANY), pursuant . The undersigned understands that the Company currently intends to a registration statement on Form S-3 to be filed file with the Securities and Exchange Commission. This letter agreement shall terminate and be Commission a Registration Statement on Form S-3 for the registration of no further force and effect upon a decision by BancBoston Robexxxxx Xxxpxxxx Xxx. or the Company not to proceed with the Public Offering. In consideration certain shares of the Underwriters' agreement to purchase and make the Public Offering of the Common Stock, which will be purchased by you pursuant to an underwriting agreement between the Company and for other good and valuable consideration, you (the receipt of which is hereby acknowledged, the UNDERWRITING AGREEMENT). The undersigned hereby agrees that the undersigned will not, without the prior consent of ING Barings LLC, directly or indirectly, for a period commencing on the date hereof and continuing thereafter until of 90 days after from the date of the final prospectus Underwriting Agreement: (1) offer for the Public Offering (the "Lock-Up Period"), offer to sellsale, contract to sell, or otherwise sell, dispose of, loan, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities or securities convertible into, exercisable or exchangeable for, or representing the right to receive, Securities or sell or grant any options, rights or warrants with respect to any Securities or register for sale any outstanding Securities; or (each a "Disposition"2) enter into any shares of Common Stockswap or other derivatives transaction that transfers to another, in whole or in part, any options of the economic benefits or warrants risks of ownership of any Securities or such securities, whether any such transaction described in clause (1) or (2) above is to purchase any shares be settled by delivery of Common StockSecurities or other securities, in cash or any securities convertible into otherwise. Notwithstanding the foregoing, (i) gifts or exchangeable for shares (ii) transfers to (A) the undersigned's immediate family or (B) a trust or partnership the beneficiaries and sole partners of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, otherwise than (a) as a distribution to limited partners, are members or shareholders of the undersigned, (b) by gift, will or intestacy, (c) in the event the undersigned is an individual, to his or her 's immediate family or to a trust the beneficiaries of which are exclusively the undersigned, his shall not be prohibited by this agreement if the donee or her parent or parents and/or a member or members of his or her immediate family, (d) to the undersigned's affiliates, as such term is defined in Rule 405 under the Securities Act of 1933, provided that the transferees, donees or distributees thereof under clauses (a), (b), (c) and (d) (as the case may be) agree transferee agrees in writing to be bound by the terms of this Lock-Up Agreement, or (e) with foregoing in the prior written consent of BancBoston Robexxxxx Xxxpxxxx Xxx. The foregoing restriction is expressly agreed same manner as it applies to preclude the holder of the Securities from engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions includeFor this purpose, without limitationIMMEDIATE FAMILY shall mean the spouse, any short sale (whether or not against lineal descendants, the box) father, the mother or any purchase, sale brother or grant sister of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securitiesundersigned. Notwithstanding the foregoing, this Lock-Up Agreement does This agreement shall not prohibit the sale exercise of shares of any stock options to purchase Common Stock by the undersigned Stock, except that Securities obtained upon any such exercise shall be subject to the Underwriters in the Public Offeringlimitations on disposition herein. The undersigned Date:____________________________, 1999 Very truly yours, ____________________________________ Name (please print or type) ____________________________________ Signature,
Appears in 1 contract
Thomxx Xxxsxx Xxxtners LLC. Total .............................................................. 3,000,000 ========= NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD ------------------- ----------- ------- Total ............................................................................................. 550,000 ======= 35 EXHIBIT A Total................................................................ LOCK-UP LETTER AGREEMENT BANCBOSTON ROBEXXXXX XXXPXXXX XXXLEHMXX XXXTHERS INC. SG CXXXX XXXURITIES CORPORATION THOMXX XXXSXX XXXTNERS LLC As Lead Representative Representatives of the several Underwriters 555 Xxxxxxxxxx Xxxxxxc/o Lexxxx Xxxthers Inc. Three World Financial Center New Xxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxx 00000 Xxdies and Gentlemen: The undersigned understands that you, as lead representative of the several underwriters (the "Underwriters"), you and certain other firms propose to enter into an Underwriting Agreement (the "Underwriting AgreementUNDERWRITING AGREEMENT") with Netegrity, Inc. providing for the purchase by you and such other firms (the "CompanyUNDERWRITERS") and certain selling stockholders providing for the public offering of shares (the "Public OfferingSHARES") by the Underwriters, including yourselves, of the Company's common stock, $.01 par value Common Stock (the "Common StockCOMMON STOCK"), pursuant of WebGain, Inc., a Delaware corporation (the "COMPANY"), and that the Underwriters propose to a registration statement on Form S-3 reoffer the Shares to be filed with the Securities and Exchange Commission. This letter agreement shall terminate and be of no further force and effect upon a decision by BancBoston Robexxxxx Xxxpxxxx Xxx. or public (the Company not to proceed with the Public Offering"OFFERING"). In consideration of the Underwriters' agreement to purchase and make the Public Offering execution of the Common StockUnderwriting Agreement by the Underwriters, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby irrevocably agrees that that, without the prior written consent of Lehmxx Xxxthers Inc., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Shares) owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or immediately prior to the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, for a period commencing on the date hereof and continuing thereafter until 90 of 180 days after the date of the final prospectus for Prospectus relating to the Public Offering (the "Lock-Up PeriodPUBLIC OFFERING DATE"), offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to . The lock-up restriction described in the previous paragraph (each a the "DispositionTRANSFER RESTRICTIONS") any shares of Common Stock, any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, otherwise than shall not apply to: (a) as a distribution bona fide gifts, (b) distributions of the Common Stock to former or current limited partners, members partners or shareholders stockholders of the undersigned, (b) by gift, will or intestacy, (c) in dispositions to any trust for the event direct or indirect benefit of the undersigned is an individual, to his or her the immediate family or to a trust the beneficiaries of which are exclusively the undersigned, his or her parent or parents and/or a member or members of his or her immediate family, (d) transfers in a private sale transaction pursuant to the undersigned's affiliatesa valid private placement exemption, as such term is defined in Rule 405 under the Securities Act of 1933, provided that the transferees, donees or distributees thereof under clauses (a), (b), (c) and (d) (as the case may be) agree in writing to be bound by the terms of this Lock-Up Agreement, or (e) with in the prior written consent context of BancBoston Robexxxxx Xxxpxxxx Xxx. The foregoing restriction is expressly agreed to preclude the holder (i) a merger, consolidation, reorganization or sale of all or substantially all of the Securities from engaging assets of Company in any hedging which the capital stock of the Company is converted into or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-Up Periodexchanged for cash, even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. Notwithstanding the foregoing, this Lock-Up Agreement does not prohibit the sale of shares of Common Stock by the undersigned to the Underwriters in the Public Offering. The undersigned Date:____________________________, 1999 Very truly yours, ____________________________________ Name (please print or type) ____________________________________ Signaturesecurities
Appears in 1 contract
Samples: Underwriting Agreement (Webgain Inc)
