Wit Capital Corporation. Total................................ S-A SCHEDULE B Maximum Number of Number of Firm Shares Option Shares Selling Stockholder to be Sold to be Sold -------------------- ---------------------- ------------------- Selling Stockholder #1 [address] Attention: [___] [___] [___] Selling Stockholder #2 [address] Attention: [___]............................ [___] [___] Total:................................. [___] [___] Exhibit A Lock-Up Agreement and Waiver Xxxxxxxxx Xxxxxxxx, Inc. CIBC World Markets Corp. Bear, Xxxxxx & Co. Inc. Prudential Securities Incorporated Wit SoundView Corporation As Representatives of the Several Underwriters c/x Xxxxxxxxx Xxxxxxxx, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 RE: Xxxxxxx Technologies, Inc. (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, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to sales or purchases of Common Stock acquired on the open market after the first trading date of the Common Stock distributed in the Offering or (iv) with the prior written consent of Xxxxxxxxx Xxxxxxxx, Inc. The foregoing restrictions will terminate after the close of trading of the Common Stock on the 90th day of (and including) the day the Common Stock distributed in the Offering commenced trading on the Nasdaq National Market (the "Lock-Up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 included, relates to or derives any significant part of its value from Securities. The undersigned also 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 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. In the event the Offering has not occurred on or before April 30, 2001, this Lock-Up Agreement shall be of no further force or effect. Dated --------------------------- --------------------------------- Printed Name of Holder By: ------------------------------- Signature --------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit B Matters to be Covered in the Opinion of Company Counsel
Appears in 1 contract
Wit Capital Corporation. Total................................ S.......................................... EXHIBIT A LOCK-A SCHEDULE B Maximum Number of Number of Firm Shares Option Shares Selling Stockholder to be Sold to be Sold -------------------- ---------------------- ------------------- Selling Stockholder #1 [address] Attention: [___] [___] [___] Selling Stockholder #2 [address] Attention: [___]............................ [___] [___] Total:................................. [___] [___] Exhibit A Lock-Up Agreement and Waiver UP AGREEMENT BancBoston Xxxxxxxxx Xxxxxxxx, Xxxxxxxx Inc. CIBC World Markets Corp. Bear, Xxxxxx Xxxxxxx & Co. Inc. Prudential XX Xxxxx Securities Incorporated Corporation Wit SoundView Capital Corporation As Representatives of the Several Underwriters c/x o BancBoston Xxxxxxxxx Xxxxxxxx, Xxxxxxxx Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx XX 00000 RE: Xxxxxxx Technologies, Inc. (the "Company") ------------------------------------------ Ladies & and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of (the Company ("Common Stock") of The Cobalt Group, Inc. (the "Company") 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, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to dispositions of Common Shares acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the open market after the first trading date of the Common Stock distributed in the Offering or (ivv) with the prior written consent of BancBoston Xxxxxxxxx XxxxxxxxXxxxxxxx Inc., Inc. The foregoing restrictions will terminate for a period commencing on the date hereof and continuing to a date 180 days after the close of trading of Registration Statement is declared effective by the Common Stock on the 90th day of (Securities and including) the day the Common Stock distributed in the Offering commenced trading on the Nasdaq National Market Exchange Commission (the "Lock-Up up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 included, relates to or derives any significant part of its value from Securities. The undersigned also 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 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. In the event the Offering has not occurred on or before April 30Very truly yours, 2001NAME: PRINTED NAME OF HOLDER BY: SIGNATURE PRINTED NAME OF PERSON SIGNING (AND INDICATE CAPACITY OF PERSON SIGNING IF SIGNING AS CUSTODIAN, this Lock-Up Agreement shall be of no further force or effect. Dated --------------------------- --------------------------------- Printed Name of Holder By: ------------------------------- Signature --------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodianTRUSTEE, trustee, or on behalf of an entityOR ON BEHALF OF AN ENTITY) Exhibit EXHIBIT B Matters to be Covered in the Opinion of Company CounselMATTERS TO BE COVERED IN THE OPINION OF COMPANY COUNSEL
Appears in 1 contract
Wit Capital Corporation. Total................................ S-A .............................................................7,500,000 SCHEDULE B II Number of Firm Name of Selling Stockholder Shares to be Sold --------------------------- ----------------- SCHEDULE III Maximum Number of Number Additional Name of Firm Shares Option Shares Selling Stockholder Shares to be Sold to be Sold -------------------- ---------------------- ------------------- Selling Stockholder #1 [address] Attention: [___] [___] [___] Selling Stockholder #2 [address] Attention: [___]............................ [___] [___] --------------------------- ----------------- Warburg, Xxxxxx Ventures, L.P. ...................... ------------------ Total:................................. [___] [___] ................................ 1,125,000 Exhibit A Lock-Up Agreement and Waiver Xxxxxxxxx Xxxxxxxx, Inc. CIBC World Markets Corp. Bear, Form of Opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Co. Inc. Prudential Securities Incorporated Wit SoundView Corporation As Representatives of the Several Underwriters c/x Xxxxxxxxx Xxxxxxxx, Inc. 000 Xxxxxxxxxx Xxxxxx, P.C. Exhibit B Form of Opinion of Xxxxx 0000 Xxx XxxxxxxxxXxxxxx, Xxxxxxxxxx 00000 RE: Xxxxxxx Technologies, Inc. (the "Company") ------------------------------------------ Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock General Counsel of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common StockExhibit C Form of Opinion of Counsel to Selling Stockholders
1. The Company proposes Underwriting Agreement has been duly authorized, executed and delivered by or on behalf of, and is a valid and binding agreement of, the Selling Stockholder, enforceable in accordance with its terms, except as rights to carry out a public offering of Common Stock (the "Offering") for which you will act indemnification thereunder may be limited by applicable law and except as the representatives (enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles.
2. The execution and delivery by the "Representatives") Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, the Underwriting Agreement and its Custody Agreement and its Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a default under, the charter or by-laws, partnership agreement, trust agreement or other organizational documents, as the case may be, of the underwritersSelling Stockholder, or, to the best of such counsel's knowledge, violate or contravene any provision of applicable law or regulation, or violate, result in a breach of or constitute a default under the terms of any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound, or any judgment, order or decree applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder.
3. The undersigned recognizes that the Offering will be of benefit Selling Stockholder has good and valid title 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 all of the undersigned contained in this letter in carrying out Common Shares which may be sold by the Offering Selling Stockholder under the Underwriting Agreement and in entering has the legal right and power, and all authorizations and approvals required under its Declaration of Trust, as amended, to enter into underwriting arrangements with the Company with respect to the Offering. In consideration Underwriting Agreement and its Custody Agreement and its Power of the foregoingAttorney, 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, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to sales or purchases of Common Stock acquired on the open market after the first trading date transfer and deliver all of the Common Stock distributed Shares which may be sold by the Selling Stockholder under the Underwriting Agreement and to comply with its other obligations under the Underwriting Agreement, its Custody Agreement and its Power of Attorney.
4. Each of the Custody Agreement and Power of Attorney of the Selling Stockholder has been duly authorized, executed and delivered by the Selling Stockholder and is a valid and binding agreement of the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles.
5. Assuming that the Underwriters purchase the Common Shares which are sold by the Selling Stockholder pursuant to the Underwriting Agreement for value, in good faith and without notice of any adverse claim, the delivery of such Common Shares pursuant to the Underwriting Agreement will pass good and valid title to such Common Shares, free and clear of any security interest, mortgage, pledge, lien encumbrance or other claim.
6. To the best of such counsel's knowledge, no consent, approval, authorization or other order of, or registration or filing with, any court or governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in the Offering or (iv) with the prior written consent of Xxxxxxxxx XxxxxxxxUnderwriting Agreement, Inc. The foregoing restrictions will terminate after the close of trading of the Common Stock on the 90th day of (and including) the day the Common Stock distributed in the Offering commenced trading on the Nasdaq National Market (the "Lock-Up Period"). The foregoing restriction has been expressly agreed to preclude the holder of except as required under the Securities from engaging in any hedging Act of 1933, applicable state securities or other transaction which 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 such holder. Such prohibited hedging or other transactions would 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 included, relates to or derives any significant part of its value from Securities. The undersigned also 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 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 representativesblue sky laws, and assigns of from the undersigned. In the event the Offering has not occurred on or before April 30, 2001, this Lock-Up Agreement shall be of no further force or effect. Dated --------------------------- --------------------------------- Printed Name of Holder By: ------------------------------- Signature --------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit B Matters to be Covered in the Opinion of Company CounselNASD.
Appears in 1 contract
Samples: Underwriting Agreement (Covad Communications Group Inc)
Wit Capital Corporation. Total................................ S-A ........................................................ -I1- SCHEDULE B Maximum II Name of Selling Stockholders Number of Number of Firm Shares Option Shares Selling Stockholder to be Sold to be Sold -------------------- ---------------------- ------------------- Selling Stockholder #1 [address] Attention: [---------------------------- ---------------- Total........................................................ -II1- EXHIBIT A LOCK-UP LETTER ___] [___] [__ ___] Selling Stockholder #2 [address] Attention: [___]............................ [___] [___] Total:................................. [___] [___] Exhibit A Lock, 1999 800-Up Agreement and Waiver Xxxxxxxxx XxxxxxxxU.S. Search 0000 Xxxxxxxx Xxxxxxxxx, Inc. CIBC World Markets Corp. Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Bear, Xxxxxx Xxxxxxx & Co. Inc. Prudential Securities Incorporated BancBoston Xxxxxxxxx Xxxxxxxx Wit SoundView Capital Corporation As Representatives of the Several several Underwriters c/x Xxxxxxxxx Xxxxxxxxo Bear, Xxxxxxx & Co. Inc. 000 Xxxxxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, Xxxxx 0000 Xxx XxxxxxxxxXX 00000 Dear Sirs and Mesdames: The undersigned understands that Bear, Xxxxxxxxxx 00000 RE: Xxxxxxx Technologies& Co. Inc., Inc. BancBoston Xxxxxxxxx Xxxxxxxx and Wit Capital Corporation propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with 800-U.S. Search, a Delaware corporation (the "Company"), providing for the initial public offering (the "Public Offering") ------------------------------------------ Ladies & Gentlemen: The undersigned is an owner by the several Underwriters, (the "Underwriters"), of record or beneficially shares (the "Shares") of certain shares of the Common Stock of the Company (the "Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock). The Company proposes To induce the Underwriters that may participate in the Public Offering 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 continue their efforts in this letter in carrying out the Offering and in entering into underwriting arrangements connection with the Company with respect to the Public Offering. In consideration of the foregoing, the undersigned hereby agrees that that, without the undersigned prior written consent of Bear, Xxxxxxx & Co. Inc., it will not offer not, during the period commencing on the date hereof and ending one hundred eighty (180) days after the date the Securities and Exchange Commission (the "SEC") declares effective the registration statement relating to the Public Offering (the "Registration Statement"), (1) directly or indirectly, 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 selldispose of ("Transfer"), 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 exercisable or exchangeable for shares 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 (collectivelyor such other securities, "Securities") now owned in cash or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires otherwise. In addition, the power of dispositionundersigned agrees that, 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, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to sales or purchases of Common Stock acquired on the open market after the first trading date of the Common Stock distributed in the Offering or (iv) with without the prior written consent of Xxxxxxxxx XxxxxxxxBear, Inc. The foregoing restrictions Xxxxxxx & Co. Inc., it will terminate not, during the period commencing on the date hereof and ending 180 days after the close of trading of date the Common Stock on SEC declares effective the 90th day of (and including) registration statement, make any demand for or exercise any right with respect to, the day the Common Stock distributed in the Offering commenced trading on the Nasdaq National Market (the "Lock-Up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which 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 such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant registration 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 included, relates to or derives any significant part of its value from Securities. The undersigned also 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 held any security convertible into or exercisable or exchangeable for Common Stock. If the Registration Statement has not been declared effective 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. In the event the Offering has not occurred SEC on or before April prior to July 30, 20011999, this Lock-Up Agreement Letter shall be null and void and of no further force effect as of the close of business on such date. Nothing in this Lock-Up Letter shall prohibit, limit or effect. Dated --------------------------- --------------------------------- Printed Name of Holder By: ------------------------------- Signature --------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trusteerestrict in any way, or on behalf be deemed to prohibit, limit or restrict in any way, the Transfer of an entity) Exhibit B Matters to be Covered in any securities of The Xxxxxxx-Xxxxx Company, or any affiliates or subsidiaries (other than the Opinion securities of Company Counselthe Company).
Appears in 1 contract
Wit Capital Corporation. Total................................ S-A SCHEDULE B Maximum Number of Number of Firm Shares Option Shares Selling Stockholder to be Sold to be Sold -------------------- ---------------------- ------------------- Selling Stockholder #1 [address] Attention: [............................. ___] [___] [____ SCHEDULE II [Form of Lock-up] Selling Stockholder #2 SCHEDULE III [addressList of Officers, Directors and Stockholders participating in the Lock-up] Attention: EXHIBIT A [List of Patents & Trademarks owned by eMed] EXHIBIT B [ Ropes & Xxxx opinion] EXHIBIT B [FORM OF ROPES & XXXX OPINION] October ___]............................ [___] [___] Total:................................. [___] [___] Exhibit A Lock-Up Agreement and Waiver Xxxxxxxxx Xxxxxxxx, Inc. CIBC World Markets Corp. Bear1999 BEAR, Xxxxxx XXXXXXX & Co. Inc. Prudential Securities Incorporated Wit SoundView Corporation CO. INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION WIT CAPITAL CORPORATION, As Representatives of the Several Underwriters c/x Xxxxxxxxx XxxxxxxxNamed in the Underwriting Agreement Re: Shares of Common Stock, Inc. 000 Xxxxxxxxxx Xxxxxx$ .01 par value, Xxxxx 0000 Xxx Xxxxxxxxxof eMed Technologies Corporation --------------------------------------------------- Ladies and Gentlemen: We have acted as counsel for eMed Technologies Corporation, Xxxxxxxxxx 00000 RE: Xxxxxxx Technologies, Inc. a Delaware corporation (the "Company") ------------------------------------------ Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of ), in connection with the issuance and sale by the Company of ________ shares (the "Shares") of its Common Stock, $.01 par value per share (the "Common Stock"). This opinion is furnished to you as Representatives of the several Underwriters pursuant to Section 6(b) or securities convertible into or exchangeable or exercisable of the underwriting agreement dated October __, 1999 (the "Underwriting Agreement"), among the Company and you as Representatives of the several Underwriters listed on Schedule I thereto relating to the issuance and sale of the Shares. Terms defined in the Underwriting Agreement and not otherwise defined herein are used herein with the meanings so defined. We have attended the Closing of the sale of the Shares held today. We have examined signed copies of the registration statement of the Company on Form S-1 (No. 333-85481), together with all amendments and all exhibits thereto (the "Registration Statement"), all as filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"); a copy of the prospectus dated _________ relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act (the "Prospectus"), which included information that under Rule 430A under the Act was deemed to be included in the Registration Statement at the time it was declared effective; an executed copy of the Underwriting Agreement; and such other documents as we have deemed necessary as a basis for Common Stockthe opinions expressed herein. The For purposes of our opinion in the second sentence of paragraph 6 below, we have assumed that the Underwriting Agreement and the waivers received by the Company proposes from the holders of rights to carry out a public offering require registration of Common Stock have been duly authorized, executed, and delivered by the parties thereto other than the Company. For purposes of our opinion in paragraph 10 below, we have relied solely on the publicly available records of the United States Patent and Trademark Office. Additionally, we have relied upon oral advice from the staff of the Commission to the effect that the Registration Statement became effective on _____________. We express no opinion as to the laws of any jurisdiction other than those of the General Corporation Law of the State of Delaware (the "OfferingDGCL") for which you will act as ), the representatives (Commonwealth of Massachusetts and the "Representatives") federal laws of the underwritersUnited States of America. The undersigned recognizes that the Offering will be of benefit Insofar as this opinion relates to the undersigned and will benefit the Company byfactual matters, 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 information with respect to which such person has or hereafter acquires is in the power possession of dispositionthe Company, otherwise than (i) as a bona fide gift or gifts, provided we have made inquiries to the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) extent we believe reasonable with respect to sales such matters and have relied upon representations made by the Company in the Underwriting Agreement and representations made to us by one or purchases of Common Stock acquired on the open market after the first trading date more officers of the Common Stock distributed in Company. Although we have not independently verified the Offering or (iv) with the prior written consent accuracy of Xxxxxxxxx Xxxxxxxxsuch representations, Inc. The foregoing restrictions will terminate after the close of trading we do not know of the Common Stock on the 90th day of (and including) the day the Common Stock distributed in the Offering commenced trading on the Nasdaq National Market (the "Lock-Up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging existence or other transaction which 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 such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant absence 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 included, relates to or derives any significant part of its value from Securities. The undersigned also 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 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. In the event the Offering has not occurred on or before April 30, 2001, this Lock-Up Agreement shall be of no further force or effect. Dated --------------------------- --------------------------------- Printed Name of Holder By: ------------------------------- Signature --------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit B Matters to be Covered in the Opinion of Company Counselfact contradicting such representations.
Appears in 1 contract
