Market Stand-Off Agreement definition

Market Stand-Off Agreement means the agreement set forth in Section 6(f) of this Agreement.
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Market Stand-Off Agreement shall have the meaning set forth in Section -------------------------- 5.20 of this Agreement.
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Market Stand-Off Agreement shall have the meaning set forth in Section 12.13.
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Examples of Market Stand-Off Agreement in a sentence

  • Assignee has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in substantially the form attached as Exhibit A-2 to the Warrant.

  • There was some additional discussion about the DBer using the WSDOT maintenance environmental permits to perform all vegetation and pest maintenance within the project limits.

  • Any Conversion Shares issued under this Agreement shall be subject to Section 7 of the Warrant (Market Stand-Off Agreement), which Section is incorporated herein by reference, as such Section may be amended from time to time in accordance with the terms and conditions of the Warrant.

  • Transfer restrictions will be lifted upon termination of this Agreement, except that (a) DPF shall continue to have the right to confirm to its reasonable satisfaction prior to any transfer or pledge that such transfer or pledge complies with applicable securities laws and (b) the Market Stand-Off Agreement described in Section 6(f) shall continue to apply to the Advisor.

  • Section 1.3 (Underwriting), Section 3.4 (Market Stand-Off Agreement), Section 4 (Additional Purchase Rights), Section 6.2 (Continuing Rights) and Section 7.1 (Rights Agreement) of the original Stockholder Agreement have been terminated.

  • The Advisor agrees to impose the foregoing Market Stand-Off Agreement on every participant under the Senior Executive RSU Program, except that participants shall be permitted to transfer securities upon the participant’s death, and designate DPF as a third-party beneficiary of such Market Stand-Off Agreement with the right to enforce it.

  • The Investor is not acquiring the Securities for the account or benefit of a “U.S. Person” nor is the Investor acquiring the Securities with the intent to offer, reoffer, sell, assign, transfer, pledge, encumber, hypothecate or otherwise dispose of or distribute, directly or indirectly, such Securities except in accordance with Regulation S, pursuant to an available exception from registration under the Securities Act and any applicable state securities laws.4. Market Stand-Off Agreement.

  • The Holder acknowledges that the Company is relying on the representations and warranties of the Holder to be accurate so that the offer of the Warrant and the Warrant Shares is exempt from registration under the Securities Act.(d) Market Stand-Off Agreement.


More Definitions of Market Stand-Off Agreement

Market Stand-Off Agreement. Each Combined Holder agrees that, in connection with any underwritten public offering of the Company's Common Stock, it shall not, if requested by the Company and the underwriters managing such underwritten offering of the Company's Common Stock, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of (other than to donees, affiliates or partners who agree to be similarly bound) any Registrable Securities (other than those shares of Common Stock included in the registration or other securities acquired in open market transactions after the completion of the Company's public offering) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed ninety (90) days) from the effective date of such registration as may be requested by the underwriters consistent with then prevailing market practices. The foregoing provisions of this Section 1.13 shall only be applicable to a Combined Holder if all beneficial owners of 1% or more of the Company's Common Stock (on an as-converted basis) and each officer and director of the Company enter into similar agreements. Notwithstanding the foregoing, (i) the Series D-l Holders and their affiliates which purchased Series E Stock in conjunction with the Company's offering thereof in an amount equal to eighty percent (80%) or more of the amount invested by such persons in Series D Stock, and (ii) EnerTech Capital Partners and its affiliates, shall not be obligated to comply with this Section 1.13 in connection with any offering of the Company's Common Stock after the First Public Offering. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Combined Holder (and the shares of securities of every other person subject to the foregoing restriction) until the end of such period.
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Market Stand-Off Agreement. Pursuant to Section 4(m) of the Agreement, you agree to a market stand-off period of 15 days from the Settlement Date. Redemption Dates and Prices: You will have the option to redeem the IQ Notes, in whole or in part, from time to time on or after July 31, 2005. If you redeem the IQ Notes, you will pay 100% of the principal amount plus the accrued interest through the redemption date. You will also redeem the IQ Notes, as more fully described in the Pricing Supplement, at the option of the representative of any deceased owner. You will pay 100% of the principal amount, plus accrued interest to the date of redemption, subject to the following conditions: the maximum principal amount you will redeem is $25,000 per deceased owner and $200,000 per year in the aggregate for all deceased owners during the initial period from the date of original issuance of such IQ Notes through and including July 31, 2002 and during each twelve month period thereafter. Purchase Price: 97.80% of principal amount. Settlement Date and Time: Tuesday, July 24, 2001, 10:00 a.m., Eastern time. Place for Delivery of Notes and New York, New York. Payment Therefor: Wiring Instructions as follows: Modification, if any, in the requirements to deliver the documents in Section 6(b) of the Agreement: Additional conditions to the obligations of Xxxxxx X. Xxxxx & Co., L.P.
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Market Stand-Off Agreement means the market stand-off agreement, dated September 17, 2001, entered into between the Company, certain holders of Common Shares and all holders of Preference Shares, as amended.
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Related to Market Stand-Off Agreement

  • 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.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Reservation agreement means a written contract entered into between MBOH and the taxpayer to provide for a Reservation and setting forth the terms and conditions under which the taxpayer may obtain a Carryover Commitment or Final Allocation.

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers and 5% stockholders of the Company, in the form of Exhibit C attached hereto.

  • Subordination Agreement means any subordination or intercreditor agreement(s) entered into with respect to any subordinate financing related to the Project, as the same may be amended, supplemented or restated.

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Reorganization Agreement has the meaning set forth in the recitals.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Restricted Amendment means the following: (A) an amendment of Specification 1, (B) except to the extent addressed in Section 2.10 hereof, an amendment that specifies the price charged by Registry Operator to registrars for domain name registrations, (C) an amendment to the definition of Registry Services as set forth in the first paragraph of Section 2.1 of Specification 6, or (D) an amendment to the length of the Term.

  • Formation Agreement has the meaning attributed to it in Recital A;