Market Stand definition

Market Stand. Off" Agreement. Each Holder hereby agrees that, during the period of duration specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock included in such registration; provided, however, that: (a) such agreement shall be applicable only to the IPO; (b) all officers and directors of the Company and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements; (c) such market stand-off time period shall not exceed one hundred eighty (180) days; (d) any discretionary waiver or termination by the underwriters of the restrictions of this Section 1.15 or of any similar agreement shall apply to all persons subject to such agreements, and the aggregate amount of securities with respect to which such restrictions are waived or terminated shall be apportioned among all such persons in a pro rata manner based on the amount of securities subject to such agreements; and (e) such agreement shall not be applicable to any registered securities purchased in or following the IPO other than pursuant to the exercise of the IPO Purchase Option (as defined in Section 2.5). In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of the Holders (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, the obligations described in this Section 1.15 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.
View Source
Market Stand. Stall—a type of Retail Stall in the form of a wooden, roofed structure with an uncovered countertop;
View Source
Market Stand. OFF" AGREEMENT The Investors hereby agree that they shall not, to the extent requested by the Company and an underwriter of Common Stock (or other securities) of the Company, sell or otherwise transfer or dispose (other than to donees who agree to be similarly bound) of any Registrable Securities for 90 days following the effective date of any registration statement -9- INVESTOR RIGHTS AGREEMENT TARGETED GENETICS CORPORATION filed under the Securities Act in connection with an underwritten public offering for the account of the Company; provided, however, that all officers and directors of the Company (whether or not pursuant to this Agreement) enter into similar agreements; provided, further, that the foregoing provision shall not limit an Investor's right to participate in such underwritten public offering in accordance with Section 4.2 hereof. In order to enforce the foregoing covenant, the Company may impose stop- transfer instructions with respect to the Registrable Securities of the Investors (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. If as a result of the foregoing provisions of this Section 11 an Investor is unable to sell any Registrable Securities proposed to be registered pursuant to a registration statement previously filed in accordance with Section 4.1 hereof, such registration is terminated prior to the 60th day following the date on which such previously filed registration statement initially became effective, and such Investor is not permitted to sell such Registrable Securities in the Company's underwritten public offering, then the registration statement previously filed in accordance with Section 4.1 hereof shall not be counted as a registration for the purposes of clauses (iii) and (iv) of Section 4.1 hereof.
View Source

Examples of Market Stand in a sentence

  • In order to enforce the Market Stand Off, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period.

  • In the event of the declaration of a stock dividend, a spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand Off.

  • The Employee covenants and agrees that he or she shall not, without the prior written consent of the Company, sell or otherwise dispose of any shares of stock of the Company during such period (a "Market Stand Off Period") as the Company or its underwriters shall establish in connection with the filing of a registration statement in connection with an initial public offering of the stock of the Company (an "Initial Public Offering").

  • By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof, including without limitation, the provisions of the Market Stand Off Agreement.

  • The Option Holder covenants and agrees that he or she shall not, without the prior written consent of the Company, sell or otherwise dispose of any shares of stock of the Company during such period (a "Market Stand Off Period") as the Company or its underwriters shall establish in connection with the filing of a registration statement in connection with the initial public offering of the stock of the Company (an "Initial Public Offering").

  • Such restriction (the "Market Stand- Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters.

  • Holder hereby agrees to be bound by the Market Stand Off provision set forth in Section 2 of the Rights Agreement.

  • In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand- Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off.

  • In no event, however, shall such period exceed one hundred eighty (180) days, and the Market Stand- Off shall in all events terminate two (2) years after the effective date of the Company’s initial public offering.

  • Neither the Company nor the underwriter shall amend, terminate or waive any such agreement unless each Market Stand Off Agreement with each Holder is also amended or waived in a similar manner or terminated, as the case may be.

Related to Market Stand

  • Market Stand-Off Agreement. Each Lender hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of its common stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto), (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for common stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 3(l) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Lender or the immediate family of the Lender, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Lenders only if all officers and directors and stockholders individually owning more than one percent (1%) of the Company’s outstanding common stock are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 3(l) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 3(l) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

  • RMB Inconvertibility means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of the Notes into RMB on any payment date at the general RMB exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer, due to an event beyond the control of the Issuer, to comply with such law, rule or regulation);

  • Conversion Rights has the meaning set forth in Section 5.1.

  • Inconvertibility means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of RMB Notes in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;