Market Standoff Agreement definition

Market Standoff Agreement means agreement dated as of even date herewith, in the form of Exhibit A attached to this Agreement.
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Market Standoff Agreement means that certain Market Standoff Agreement, made and entered into as of November 28, 2000, by and among ▇▇▇▇▇▇▇ US Discovery Fund III, L.P., ▇▇▇▇▇▇▇ US Discovery Offshore Fund III, L.P., Chemical Company of Malaysia (Berahd), Seller and [President].
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Market Standoff Agreement as defined in Section 8.4(g) of this ------------------------- Agreement. "Material Adverse Effect" -- (a) with respect to the Company, a material ----------------------- adverse effect on the businesses, assets, operations, results of operations or financial condition of the Company and its subsidiaries as set forth on the Interim Balance Sheet, taken as a whole, (b) with respect to the Parent, a material adverse effect on the businesses, assets, operations, results of operations or financial condition of the Parent and its subsidiaries as set forth on the Parent's balance sheet dated June 30, 2000, taken as a whole, and (c) with respect to any other Person (other than the Company or the Parent), a material adverse effect on the businesses, assets, operations, results of operations or financial condition of such Person and its subsidiaries, taken as a whole; provided that any adverse effects arising from or relating to the following matters (individually and in the aggregate) shall be excluded in determining whether such a material adverse effect has occurred: (i) general economic conditions or conditions (including conditions in financial markets) generally prevailing in the industry or market segment in which the corporate entity and its subsidiaries conduct their respective businesses, (ii) the announcement or pendency of the Contemplated Transactions or the closing or pendency of any publicly announced acquisitions or mergers by Parent of or with another company as of the date of this Agreement; and (iii) the taking by any party hereto of any action (or omission by any party hereto to take any action) at the request of or with the permission of the other parties to this Agreement; provided, further, that a decline in the public trading price of Parent Common -------- ------- Shares shall not by itself constitute a Material Adverse Effect.
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Examples of Market Standoff Agreement in a sentence

  • The Company shall exercise commercially reasonable efforts to ensure that all current and future directors, employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock enter into an Insider’s Market Stand-off Agreement as defined in Subsection 2.15.

  • Market Stand-off Agreement In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to.

  • For the avoidance of doubt, if Stockholder sells any securities of Tocagen either (a) on the open market after Tocagen’s initial public offering under an effective registration statement filed under the Securities Act of 1933, as amended, or (b) pursuant to Rule 144 under such Act, then, provided such sale otherwise complies with the terms of this Market Stand-off Agreement, the securities so sold by Stockholder shall cease to be subject to the provisions of this Market Stand-off.

  • The Company will require all ------------------------- future officers and directors of the Company, all one-percent security holders, and all other persons with registration rights (whether or not pursuant to this Agreement), who purchase or otherwise acquire such securities prior to the Company's initial public offering, to execute such a Market Standoff Agreement, in substantially the same form as provided in Section 1.14 hereof.

  • The underwriters of Tocagen’s stock are intended third party beneficiaries of this Market Stand-off Agreement and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

  • Stockholder hereby irrevocably agrees to be bound by all of the terms of the Underwriters Market Standoff Agreement attached hereto as Exhibit C as --------- if the terms and provisions of such Exhibit C were set forth in full --------- herein.

  • Company shall use its reasonable best efforts, on behalf of the Parent and pursuant to the request of Parent, to cause each Company shareholder named in Schedule 7.07 to execute and deliver to the Parent a Market Standoff Agreement substantially in the form attached hereto as Annex D.

  • The Investor shall have executed and delivered the Market Standoff Agreement.

  • Registration Rights 5 2.1 Demand and Shelf Registration 7 2.2 Company Registration 7 2.3 Underwriting Requirements 9 2.4 Obligations of the Company 12 2.5 Furnish Information 12 2.6 Expenses of Registration 12 2.7 Delay of Registration 12 2.8 Indemnification 12 2.9 Reports Under Exchange Act 14 2.10 Limitations on Subsequent Registration Rights 14 2.11 Market Stand-off Agreement 14 2.12 Termination of Registration Rights 15 3.

  • Armada agrees that future purchasers of stock prior to Armada’s initial public offering will execute such a Market Standoff Agreement.