Underwriter Lock-Up Agreements Clause Samples
An Underwriter Lock-Up Agreement is a contractual provision that restricts certain shareholders, typically company insiders or major stakeholders, from selling or transferring their shares for a specified period following a public offering. In practice, this means that after an IPO or secondary offering, these parties are prohibited from disposing of their shares, often for 90 to 180 days, to prevent a sudden influx of shares into the market. The core function of this clause is to stabilize the stock price post-offering by limiting supply and maintaining investor confidence during the critical early trading period.
POPULAR SAMPLE Copied 1 times
Underwriter Lock-Up Agreements. If any Registration or Primary Offering hereunder involves an Underwritten Offering, each Investor (and, in the case of a Registration pursuant to Section 2.01, the Company) agrees, upon request, to enter into a customary written agreement with the managing underwriters for such Underwritten Offering to the effect that such Investor (or the Company, as applicable) shall not effect any offer or sale of any Ordinary Shares or other securities of the Company (except as part of such Underwritten Offering and except for customary exceptions) during the period from the launch of such Underwritten Offering, until 45 days following the date of the final prospectus for such Underwritten Offering, or such shorter period as agreed by such underwriters; provided, however, that no such agreement shall be required unless all other Investors participating in the Underwritten Offering and the Company (if participating in the Underwritten Offering) enter into agreements containing substantially identical restrictions (with such differences, in the case of the Company as are customary).
Underwriter Lock-Up Agreements. Pursuant to the Initial LLC Agreement, each Member has previously appointed the Company as its true and lawful proxy and attorney-in-fact, with full power of substitution, to execute a “lock-up” agreement in respect of any Holdco Units or shares of Pubco Common Stock distributed to such Member on or after the Holdco IPO and such other documentation as has been or shall be reasonably requested by the underwriters of the Holdco IPO.
Underwriter Lock-Up Agreements. (a) In connection with any Underwritten Offering in which a Holder participates pursuant to Section 1.2, each such Holder agrees to enter into customary agreements, including such customary carve-outs and limitations as any such Holder may reasonably request, restricting the public sale or distribution of equity securities of the Company (including sales pursuant to Rule 144 or Rule 145 under the Securities Act) to the extent requested in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering) and continuing for not more than the lesser of (i) the period to which the Company (subject to customary carve-outs and limitations) is restricted and (ii) ninety (90) days for the first offering of Company Shares after the Closing Date and forty-five (45) days thereafter, in each case, after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to the Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such other period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by the Company or applicable lead managing underwriter(s) shall apply to each Holder on a pro rata basis.
(b) If any Demand Registration involves an Underwritten Offering or in the event of a Marketed Underwritten Shelf Offering, the Company will not effect any public sale or distribution of any ordinary share capital (or securities convertible into or exchangeable or exercisable for ordinary share capital) (other than a registration statement on Form F-4, Form S-8 or any successor forms thereto) for its own account, within ninety (90) days, after the date of such Underwritten Offering or Marketed Underwritten Shelf Offering, as applicable, except as may otherwise be agreed between the Company and the lead managing underwriter(s) of such Underwritten Offering or Marketed Underwritten Shelf Offering, as applicable.
Underwriter Lock-Up Agreements. Certain holders of the Company's Common Stock outstanding immediately prior to the Company's initial public offering in [April] 1999 have agreed not to offer, sell, contract to sell or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for a period of 180 days from the date of the initial public offering without the prior written consent of the Underwriters. The foregoing limitation is also quite broad and would prohibit gifts of Common Stock or pledging Common Stock as collateral for a loan. In addition, the Lock-up Agreements restrict the disposition of any shares of Common Stock whether or not acquired after the Company's initial public offering.
Underwriter Lock-Up Agreements. Section 5.11 shall be amended and restated in its entirety as follows: “Underwriter Lock-Up Agreement. Prior to the Closing Date, Owner and employees who receive Change of Control Bonuses shall each sign the form of lock-up agreement provided by Underwriters, expressly conditioned on (i) such form of lock-up agreement containing customary terms and conditions and (ii) such lock-up agreement also being executed by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and their Affiliates. The shareholders or other equity interest holders of each of the other Combining Companies also have an obligation to sign such form of lock-up agreement provided by the Underwriters in their respective Combination Agreements.”