Market Standoff. Agreement. Holder agrees that, if requested by the Company and an underwriter of Securities (or other securities) of the Company, not to sell or otherwise transfer or dispose of any Securities (or other securities) of the Company held by Holder during a period of up to 120 days as agreed to between the Company and the underwriters following the effective date of a registration statement of the Company filed under the Act covering the offer and sale of common stock or other securities of the Company. The Company may impose stock transfer restrictions with respect to the Registerable Securities until the end of said 120-day period, provided that:
(a) such agreement shall only apply to the first registration statement of the Company including Securities (or other securities) to be sold on its behalf to the public in an underwritten offering; and
(b) all officers and directors of the Company enter into similar agreements. Such agreement shall be confirmed in writing in the form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the Securities (or other securities) subject to the foregoing restriction until the end of said lock-up period.
Market Standoff. Agreement. Holder agrees that, if requested by the Company and an underwriter of Registerable Securities (or other securities) of the Company, not to sell or otherwise transfer or dispose of any Registerable Securities (or other securities) of the Company held by Holder during a period of up to 180 days as agreed to between the Company and the underwriters following the effective date of a registration statement of the Company filed under the Act covering the offer and sale of common stock or other securities of the Company. The Company may impose stock transfer restrictions with respect to the Registerable Securities until the end of said 180-day period, provided that:
(a) such agreement shall only apply to the first registration statement of the Company including Registerable Securities (or other securities) to be sold on its behalf to the public in an underwritten offering; and
(b) all officers and directors of the Company enter into similar agreements. Such agreement shall be confirmed in writing in the form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the Registerable Securities (or other securities) subject to the foregoing restriction until the end of said lock-up period.
Market Standoff set forth in Section 1.13 at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.
Examples of Market Standoff in a sentence
The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.
The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period and these restrictions shall be binding on any transferee of such Shares.
The holder explicitly agrees that the Shares shall be subject to the Market Stand-off provisions in Section 2.10 of the Rights Agreement.
The Company may require the Participant to execute a form of undertaking to this effect or impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.
The Company may impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.
More Definitions of Market Standoff
Market Standoff shall have the meaning as set forth in Section 3.13.
Market Standoff. Notwithstanding anything in this Section 2.12, if the underwriters managing such initial public offering waives (in whole or in part) the Market Standoff for any Holder or Holders, then the Market Standoff shall be waived to the same extent for all Holders. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.
Market Standoff. Agreement. MetLife, if reasonably requested in writing by the managing underwriter(s) of an underwritten public offering by RGA of RGA’s common stock, or securities convertible into or exchangeable or exercisable for its common stock, agrees not to, and to cause its Subsidiaries not to, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities (other than (i) any transaction on behalf of any separate or managed account or any transaction by MetLife or any Subsidiary of MetLife acting as broker-dealer, investment advisor, trustee or other fiduciary in the ordinary course of its business, (ii) to a Subsidiary or Affiliate of MetLife, or (iii) registrable securities included in such public offering) without the prior written consent of such managing underwriter(s) during a period of up to two days prior to and 180 days following the effective date of such underwritten offering of RGA’s securities, but only to the extent that Registrable Securities have not been requested to be included in such underwritten registration following RGA’s compliance with this Section 7.15. Such agreement shall be in writing in form reasonably satisfactory to such managing underwriter(s) and may be included in the underwriting agreement. RGA may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period and shall lift such stop-transfer restrictions immediately upon the end of such period.
Market Standoff. Agreement. From and after June 6, 2002, the terms of Section 6 (“Market Standoff” Agreement) of that certain Second Amended and Restated Stockholders Agreement dated as of January 23, 2002 by and among the Company and the stockholders party thereto (as amended from time to time, the “Stockholders Agreement”), shall be equally applicable to the holder of this Warrant as if such holder where a “Stockholder” within the meaning of such Stockholders Agreement.
Market Standoff. Agreement. Each Holder hereby agrees that, following the effective date of a registration of the Company’s securities under the Securities Act, for the period of time and to the extent reasonably requested by the underwriter(s) and the Company, such Holder shall not sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any Registrable Securities of the Company held by such Holder, directly or indirectly, except securities covered by the registration statement and transfers to donees who agree to be similarly bound, for the period; provided however, that (i) the executive officers and directors of the Company, as well as any holder of at least 1% of the Company’s Common Stock (on an as-if-converted basis), shall have agreed to be bound by substantially the same terms and conditions, (ii) such agreement shall be required only in connection with the Company’s initial public offering, (iii) the time period requested for such market stand-off shall not exceed one hundred eighty (180) days, (iv) the restriction shall not apply to a registration relating solely to employee, consultant or advisor benefit plans on Form S-1 or Form S-8 (or similar forms promulgated after the date hereof) or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act on Form S-4 (or similar forms promulgated after the date hereof) and (v) the restriction shall not apply to any shares of capital stock of the Company offered or traded in the public market (including pursuant to the initial public offering or any market that may develop pursuant to Rule 144A promulgated under the Securities Act). The Company may impose stop-transfer instructions during such stand-off period with respect to the securities of each Holder subject to this restriction if necessary to enforce such restrictions.
Market Standoff. Agreement. Each Holder hereby agrees that, if and to the extent requested by the Company or an underwriter of securities of the Company in connection with a registration relating to a Qualified IPO, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The Company may impose a stop-transfer instruction with respect to Registrable Securities subject to any such lockup or standoff agreement but shall remove such instruction immediately upon expiration of the underlying restrictions.
Market Standoff provisions in Section 2.10 of the Company's Fifth Amended and Restated Investors' Rights Agreement dated as of June 28, 2013, as amended and in effect from time to time, and that Holder shall comply with the restrictions on a "Holder" in such Section 2.10.