LOCK-UP AND STANDSTILL AGREEMENTLock-Up and Standstill Agreement • August 7th, 2012 • Ultra Clean Holdings Inc • Semiconductors & related devices
Pursuant to the terms of the Agreement and Plan of Merger dated as of May 18, 2012 (the “Merger Agreement”) among Ultra Clean Holdings, Inc. (“Parent”), American Integration Technologies LLC, AIT Holding Company LLC (“AIT”), and Element Merger Subsidiary, LLC, a wholly owned subsidiary of Parent, AIT will receive cash and Shares (as that term is defined herein), which Shares AIT may distribute, subject to the terms herein and the Merger Agreement, to its members from time to time in one or more transactions (i) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or (ii) pursuant to an effective registration statement thereunder. In order to induce Parent to enter into the Merger Agreement, Parent and AIT are entering into this letter agreement (this “Agreement”), and HLHZ AIT Holdings, L.L.C. (“HLHZ”) and Houlihan Lokey, Inc. (“HL”) each are entering into this Agreement solely with respect to Sections 7, 8 and 9 of this Agreement,
FORM OF LOCK-UP AND STANDSTILL AGREEMENTLock-Up and Standstill Agreement • March 27th, 2008 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • New York
THIS LOCK-UP AND STANDSTILL AGREEMENT (this “Agreement”), is entered into as of March 25, 2008, by and among Ophthalmic Imaging Systems, a California corporation (the “Company”), and the undersigned shareholders (each, a “Principal MV Shareholder,” and collectively, “the “Principal MV Shareholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
Nyxoah SA and EXISTING SECURITY HOLDERS OF NYXOAH SA and Bank Degroof Petercam SA/NV Belfius bank SA/NV (as Joint Global Coordinators) LOCK-UP AND STANDSTILL AGREEMENTLock-Up and Standstill Agreement • July 16th, 2021 • Cochlear LTD • Surgical & medical instruments & apparatus
LOCK-UP AND STANDSTILL AGREEMENTLock-Up and Standstill Agreement • April 25th, 2007 • Arrowhead Research Corp • Services-commercial physical & biological research • Delaware
This LOCK-UP AND STANDSTILL AGREEMENT (the “Agreement”) is made as of April 20, 2007, by and between Arrowhead Research Corporation, a Delaware corporation (the “Company”), and the undersigned (the “Securityholder”).
May 7, 2007 Exar Corporation 48720 Kato Road Fremont, California 94538 Ladies and Gentlemen:Lock-Up and Standstill Agreement • May 8th, 2007 • Exar Corp • Semiconductors & related devices • Delaware
The undersigned (the “Stockholder”) is the owner of record or beneficially of certain shares of common stock, par value $0.01 per share, of Sipex Corporation (“Sipex Shares”) or securities convertible into or exchangeable or exercisable for Sipex Shares. This Lock-Up and Standstill Agreement (this “Agreement”) is being executed in connection with the Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), by and among Exar Corporation, a Delaware corporation (“Exar”), Sipex Acquisition Corp., a Delaware corporation wholly owned subsidiary of Exar (“Merger Sub”), and Sipex Corporation, a Delaware corporation (“Sipex”), pursuant to which Merger Sub will be merged with and into Sipex (the “Merger”) with Sipex surviving the Merger as a wholly owned Subsidiary of Exar. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement.
