Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement and ending on and including the earlier to occur of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the Agent, directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than (i) the Company’s sale of the Shares hereunder and (ii) the issuance of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale of the Shares hereunder), the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this paragraph (p) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur [180th day] following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of ▇▇▇▇▇▇▇▇▇▇▇ (which consent may be withheld at the Agentsole discretion of ▇▇▇▇▇▇▇▇▇▇▇), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus and Prospectus, but only if the issuance holders of Common Stock pursuant to the valid exercises of such shares, options, warrants or rights outstanding on the date hereof. The Company also agrees that shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such [180]-day period without the prior written consent of ▇▇▇▇▇▇▇▇▇▇▇ (other than for which consent may be withheld at the sale sole discretion of the Shares hereunder▇▇▇▇▇▇▇▇▇▇▇). Notwithstanding the foregoing, if (x) during the last 17 days of the [180]-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock-Up Period[180]-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock-Up Period[180]-day period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(l) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement and ending on and including the earlier to occur of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Shareholder will not, without the prior written consent of the AgentUnderwriter (which consent may be withheld in its sole discretion), directly or indirectly offerindirectly, sell, assignoffer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, pledge, contract to sellestablish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose ofof any Shares, any shares of Common Stock options or any warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or exercisable hereafter owned either of record or exchangeable for Common Stockbeneficially (as defined in Rule 13d-3 under Exchange Act of 1934) by the Selling Shareholder, other than (i) or publicly announce the CompanySelling Shareholder’s sale intention to do any of the Shares hereunder and (ii) the issuance of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plansforegoing, qualified stock option plans or other employee compensation plans as such plans are in existence for a period commencing on the date hereof and described in continuing through the Prospectus and the issuance close of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding trading on the date hereoflast day of the Lock-up Period. The Company also foregoing sentence shall not apply to (1) the Offered Shares to be sold hereunder or (2) a transfer by the Selling Shareholder to an affiliate, provided that such affiliate agrees that during such period (other than in writing to be bound for the sale Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Shares hereunder)Lock-up Period, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, occurs or (ii) if prior to the expiration of the Lock-Up up Period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock-Up up Period, then in each case the restrictions imposed by this paragraph (p) or the letter shall continue to apply Lock-up Period will be extended until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (i) at the expiration of the Lock-up Period, the Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by Rule 2711(f)(4) of NASD.
Appears in 1 contract
Sources: Underwriting Agreement (Gulf Island Fabrication Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 60th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of ▇▇▇▇▇ (which consent may be withheld at the Agentsole discretion of ▇▇▇▇▇), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock Shares, options or any warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for Common StockShares, other than (ia) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s sale 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 60-day restricted period without ▇▇▇▇▇’▇ prior written consent, (d) the filing of a registration statement or the issuance of Common Shares hereunder and pursuant to a dividend reinvestment plan, (iie) the issuance of Common Stock Shares or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans OP Units as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than consideration for the sale acquisition of the Shares hereunder), the Company will not file any registration statement, preliminary prospectus or prospectusreal estate assets, or (f) any post-effective amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for to a registration statement on Form S-8 relating effective on the date hereof; provided, however, that prior to employee benefit plansthe issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. The Notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period the Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock60-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock60-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act (other than registration statements on Form S-8) in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon the exercise of options or the conversion of RSUs, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans stock plan or arrangement existing as such plans are in existence on of the date hereof of this Agreement, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). The Company will not amend or waive any of the holdback provisions of the Investor Rights Agreement without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives); provided, however, that the Company may, upon request to the Company and described in on a case-by-case basis, waive the Prospectus holdback provisions for officers and employees of the Company (i) who are not required to file reports pursuant to Section 16 of the Exchange Act and the issuance rules and regulations promulgated by the Commission thereunder and (ii) who agree not to file any such reports on a voluntary basis, make any other filing with the Commission or make any other public disclosure, in each case relating to potential sales of shares of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during held by such period (other than for the sale of the Shares hereunder), the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this paragraph (p) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventindividuals.
Appears in 1 contract
Sources: Underwriting Agreement (Great Lakes Dredge & Dock CORP)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the AgentRepresentative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, assign, transfer, pledge, contract to selltransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock Shares, options, rights or any warrants to acquire Shares or securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for Common Stock, Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that (i) the Company’s sale Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of the Shares hereunder options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and (ii) the issuance Company may issue Shares in connection with the acquisition of Common Stock the assets of, or options to acquire Common Stock a majority or controlling portion of the equity of, or a joint venture with another entity in connection with the acquisition by the Company or any of its subsidiaries of such entity if (x) the aggregate number of shares issued pursuant to this clause (ii), considered individually and together with all such previous acquisitions or joint ventures, if any, announced during the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such 90-day restricted period (other than for the sale shall not exceed 10.0% of the Shares hereunder)issued and outstanding as of the date of such acquisition agreement or joint venture agreement, as the Company will not file any registration statementcase may be, preliminary prospectus or prospectus, or any amendment or supplement thereto, under and (y) each person receiving shares pursuant to this clause (ii) enters into an agreement in the Securities Act form of Exhibit B hereto for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days balance of the Lock-Up up Period, or (ii) if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this paragraph (p) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of M▇▇▇▇▇▇ L▇▇▇▇ (which consent may be withheld at the Agentsole discretion of M▇▇▇▇▇▇ L▇▇▇▇), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of M▇▇▇▇▇▇ L▇▇▇▇ (which consent may be withheld at the sole discretion of the M▇▇▇▇▇▇ L▇▇▇▇) and provided, further, that nothing in this subsection (n) shall prohibit the issuance Company from (i) issuing up to 405,428 shares of Common Stock pursuant to upon exercise of outstanding stock options under the valid exercises Company's stock option plans, (ii) issuing shares of optionsCommon Stock upon reinvestment of dividends under the Company's Dividend Reinvestment and Stock Purchase Plan (the "DRSPP"), warrants or rights outstanding (iii) filing a universal shelf registration statement on Form S-3 the date hereof. The ("Shelf") with the Commission, provided that no prospectus supplement may be filed by the Company also agrees that under the Shelf with the Commission during such the 90-day restricted period (other than for a prospectus supplement to register the offer and sale of future shares under the Shares hereunder), DRSPP or (iv) in the event that the Company will does not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under meet the Securities Act requirements for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for filing a registration statement on Form S-8 relating S-3 during the 90 day restricted period, filing a Form S-1 solely to employee benefit plansregister the offer and sale of future shares under the DRSPP. The Company hereby agrees that Notwithstanding the foregoing, if (i) if it during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (ii) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 180th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of C▇▇▇▇ (which consent may be withheld at the Agentsole discretion of C▇▇▇▇), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement other than a registration statement on Form S-8 under the Securities Act in respect of, any shares of Common Stock Stock, options or any securities convertible into or exercisable or exchangeable for warrants to acquire shares of Common Stock, other than Class B Common Stock, par value $0.01 per share (ithe “Class B Common Stock”) the Company’s sale of the Shares hereunder and (ii) the issuance or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Shares) or Class B Common Stock; provided, however, that the Company may issue restricted shares of its Common Stock, options to acquire purchase its Common Stock, or shares of its Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus and Prospectus, but only if the issuance holders of Common Stock pursuant to the valid exercises of such shares, options, warrants or rights outstanding on the date hereof. The Company also agrees that shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of C▇▇▇▇ (other than for which consent may be withheld at the sale sole discretion of C▇▇▇▇). Notwithstanding the foregoing, if (x) during the last 17 days of the Shares hereunder), 180-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock180-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock180-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Sources: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur of (i) 180th day following the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)date hereof, the Company will not, without the prior written consent of the AgentRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may: (i) the Company’s sale of the Shares hereunder and file a registration statement on Form S-8, (ii) the issuance issue restricted shares of its Common Stock or options to acquire purchase shares of its Common Stock, (iii) issue shares of its Common Stock or options to purchase shares of its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus and the issuance Prospectus, (iv) issue shares of Common Stock pursuant or securities exercisable for Common Stock (in an aggregate amount not to exceed, on an as-exercised basis, if applicable, 5% of our outstanding shares of common stock after giving effect to the valid exercises of options, warrants issuance or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale of the Shares hereunder)common stock offered hereby) in connection with a strategic partnership, licensing, joint venture, collaboration, lending or similar arrangements, or in connection with the acquisition or license by the Company will not file of any registration statementbusiness, preliminary prospectus products or prospectustechnologies, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, and (v) issue restricted shares of its Common Stock upon exercise of any warrants described in the Disclosure Package or any securities convertible into or exercisable or exchangeable for Common Stockthe Prospectus, except for a registration statement on Form S-8 relating but with respect to employee benefit plans. The Company hereby agrees that each of clauses (i) through (v) above only if it the holders of such shares, options, or shares issued upon exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock180-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock180-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (which consent may be withheld at the Agentsole discretion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than as contemplated by this Agreement with respect to the Shares); provided, however, that (i) the Company’s sale Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Shares hereunder Prospectus, but only if the director or senior officer holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (which consent may be withheld at the sole discretion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and (ii) the issuance Company may issue up to 1,000,000 shares of its Common Stock or options to acquire Common Stock pursuant to in connection with the Company’s employee benefit plansrequired pension contributions. Notwithstanding the foregoing, qualified stock option plans or other employee compensation plans as such plans are in existence on if (x) during the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale last 17 days of the Shares hereunder), 90-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any Underwriters and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date of this Agreement hereof and ending on and including the earlier to occur of (i) 60th day following the sale of all Shares being offered pursuant to this Agreement and (ii) the termination date of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the AgentRepresentative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, assign, transfer, pledge, contract to selltransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement or make a confidential submission under the Securities Act in respect of, any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Securities) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue shares of Common Stock, options to purchase shares of Common Stock or restricted stock units representing shares of Common Stock (“RSUs”), or issue shares of Common Stock upon exercise of options or upon settlement of RSUs, pursuant to any stock option, stock bonus, stock purchase or other stock plan or arrangement described in each Applicable Prospectus, or issue shares of Common Stock upon exercise of outstanding warrants described in each Applicable Prospectus; and provided, further, that the Company may issue, sell or deliver shares of Common Stock or any securities convertible into into, or exercisable or exchangeable for Common Stockfor, other than (i) the Company’s sale of the Shares hereunder and (ii) the issuance shares of Common Stock in connection with any consulting agreement, acquisition or options to acquire Common Stock pursuant to strategic investment (including without limitation any license, collaboration, joint venture, strategic alliance or partnership) as long as (x) the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance aggregate number of shares of Common Stock pursuant to the valid exercises of optionsso issued, warrants sold or rights outstanding on delivered from the date hereof. The Company also agrees that during such period (other than for the sale of the Shares hereunderProspectus through and including the 60th day after the date of the Prospectus does not exceed 100,000 shares (subject to adjustment for stock splits and other similar events), and (y) the Company will shall not file with the Commission during the Lock-up Period any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, statement to register such shares under the Securities Act for any such transaction or which registersAct, or offers for sale, and (z) each recipient of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for agrees in a registration statement on Form S-8 relating writing provided to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a material event relating ▇▇▇▇▇▇▇ ▇▇▇▇▇ to be bound by the Company occurs, during the last seventeen (17) days terms of the Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this paragraph (p) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventSection 3(o).
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of BAS (which consent may be withheld at the Agentsole discretion of BAS), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS) and provided, further, that nothing in this subsection (n) shall prohibit the issuance Company from issuing up to (i) 113,225 shares of Common Stock pursuant to upon exercise of outstanding stock options under the valid exercises Company's stock option plans, and (ii) 920,244 shares of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale Common Stock upon conversion of the Shares hereunder)Company's outstanding shares of Series C Preferred Stock. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event.. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(k) with prior notice of any such announcement that gives rise to an extension of the restricted period. <Page>
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of BMO (which consent may be withheld at the Agentsole discretion of BMO), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock Shares, options or any warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for Common StockShares, other than (ia) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s sale 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 90-day restricted period without the Representatives’ prior written consent, (d) the filing of a registration statement or the issuance of Common Shares hereunder and pursuant to a dividend reinvestment plan, (iie) the issuance of Common Stock Shares or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans OP Units as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than consideration for the sale acquisition of the Shares hereunder), the Company will not file any registration statement, preliminary prospectus or prospectusreal estate assets, or (f) any post-effective amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for to a registration statement on Form S-8 relating effective on the date hereof; provided, however, that prior to employee benefit plansthe issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. The Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentPlacement Agents (which consent may be withheld at the sole discretion of the Placement Agents), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) the Company’s sale issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises upon exercise of options, warrants pursuant to any stock option, stock bonus or rights outstanding on other stock plan or arrangement, but only if the date hereof. The holders of such shares or options who are executive officers and directors of the Company also agrees that agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period (other than for without the sale prior written consent of the Shares hereunderPlacement Agents (which consent may be withheld at the sole discretion of the Placement Agents) and (ii) in connection with a bona fide commercial transaction with a third party, but only if such third party agrees in writing to be bound by the restrictions set forth in this Section 4(m). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Placement Agents and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of the AgentUnderwriter (which consent may be withheld at the sole discretion of the Underwriter), directly or indirectly indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, assign, transfer, pledge, contract to selltransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may
(i) issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus or in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed thereafter, and (ii) issue shares of Common Stock to acquire (in a business combination or otherwise) the capital stock or assets of any securities convertible into corporation, limited liability company, partnership or exercisable other entity or exchangeable for Common Stockbusiness unit. Notwithstanding the foregoing, other than if (i) during the Company’s sale last 17 days of the Shares hereunder and (ii) the issuance of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale of the Shares hereunder)Lock-up Period, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, occurs or (ii) if prior to the expiration of the Lock-Up up Period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock-Up up Period, then in each case the restrictions imposed by this paragraph (p) or the letter shall continue to apply Lock-up Period will be extended until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waives, in writing, such extension (which waiver may be withheld at the sole discretion of the Underwriter), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriter during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Underwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period. Notwithstanding the foregoing, the restrictions set forth in this Section 3(o) shall not prohibit the Company from (i) granting equity awards with respect to shares of Common Stock pursuant to the terms of any of its existing employee benefit plans, or (ii) issuing to employees shares of Common Stock pursuant to the exercise or vesting of any equity award granted by the Company pursuant to the terms of any of its existing employee benefit plans.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of M▇▇▇▇▇ S▇▇▇▇▇▇ (which consent may be withheld at the Agentsole discretion of M▇▇▇▇▇ S▇▇▇▇▇▇), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale of the Shares hereunder), the Company will not file any a registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, statement under the Securities Act for in respect of any such transaction or which registers, or offers for sale, shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stockissuable upon exercise of options. Notwithstanding the foregoing, except for a registration statement on Form S-8 relating to employee benefit plans. The if (x) during the last 17 days of the 90-day restricted period the Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Sources: Underwriting Agreement (Biodel Inc)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement and ending on and including the earlier to occur of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”), the Company The Selling Stockholder will not, without the prior written consent of the AgentUnderwriter (which consent may be withheld in its sole discretion), directly or indirectly offerindirectly, sell, assignoffer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, pledge, contract to sellestablish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose ofof any Shares, any shares of Common Stock options or any warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or exercisable hereafter owned either of record or exchangeable for Common Stockbeneficially (as defined in Rule 13d-3 under Exchange Act of 1934) by the Selling Stockholder, other than (i) or publicly announce the CompanySelling Stockholder’s sale intention to do any of the Shares hereunder and (ii) the issuance of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plansforegoing, qualified stock option plans or other employee compensation plans as such plans are in existence for a period commencing on the date hereof and described in continuing through the Prospectus and the issuance close of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding trading on the date hereoflast day of the Lock-up Period. The Company also foregoing sentence shall not apply to (1) the Optional Shares to be sold hereunder or (2) a transfer by the Selling Stockholder to an affiliate, provided that such affiliate agrees that during such period (other than in writing to be bound for the sale Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Shares hereunder)Lock-up Period, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, occurs or (ii) if prior to the expiration of the Lock-Up up Period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock-Up up Period, then in each case the restrictions imposed by this paragraph (p) or the letter shall continue to apply Lock-up Period will be extended until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, except that such extension will not apply if, (i) at the expiration of the Lock-up Period, the Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by Rule 2711(f)(4) of NASD.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than as contemplated by this Agreement with respect to the Shares; provided, however, that (i) the Company’s sale Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the director or senior officer holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of the Shares hereunder Representatives (which consent may be withheld at the sole discretion of the Representatives) and (ii) the issuance Company may issue up to 1,000,000 shares of its Common Stock or options to acquire Common Stock pursuant to in connection with the Company’s employee benefit plansrequired pension contributions. Notwithstanding the foregoing, qualified stock option plans or other employee compensation plans as such plans are in existence on if (x) during the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale last 17 days of the Shares hereunder), 90-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any Underwriters and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act (other than registration statements on Form S-8) in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises upon exercise of options, warrants pursuant to any stock option, stock bonus or rights outstanding on other stock plan or arrangement, but only if the date hereofholders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). The Company also agrees that during such period (other than for the sale will not amend or waive any of the Shares hereunder), the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days holdback provisions of the Lock-Up Period, or (ii) if Investor Rights Agreement without the prior to the expiration written consent of the Lock-Up Period, Representatives (which consent may be withheld at the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day sole discretion of the Lock-Up Period, the restrictions imposed by this paragraph (p) or the letter shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventRepresentatives).
Appears in 1 contract
Sources: Underwriting Agreement (Great Lakes Dredge & Dock CORP)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 30th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) of the Exchange Act Regulations, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than (i) the Company’s sale of the Shares hereunder and (ii) the issuance of Common Stock or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale of the Shares hereunder), the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire shares of the Common Shares or securities exchangeable or exercisable for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common StockShares (other than as contemplated by this Agreement with respect to the Shares). Notwithstanding the foregoing, except for a registration statement on Form S-8 relating to employee benefit plans. The if (x) during the last 17 days of the 30-day restricted period the Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock30-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock30-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that such extension of the 30-day restricted period shall not apply if, (i) at the expiration of the 30-day restricted period, the Common Shares are “actively traded securities” (as defined in Regulation M) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the 1933 Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 180th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentRepresentative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) the Company’s sale issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus and Prospectus, but only if the issuance holders of Common Stock pursuant to the valid exercises of such shares, options, warrants or rights outstanding on the date hereof. The Company also agrees that shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period (other than for without the sale prior written consent of the Shares hereunderRepresentative (which consent may be withheld at the sole discretion of the Representative). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock180-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock180-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that such restrictions shall not be so extended solely by virtue of the publishing or distribution by any Underwriter of any research regarding any earnings release, material news or a material event, if such research report complies with Rule 139 of the Securities Act and the Common Stock is “actively traded,” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period and (ii) file a registration statement to register for resale the shares of Common Stock issued to the owners of DLS Drilling Logistics and Services Corporation as described in the Disclosure Package and the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Allis Chalmers Energy Inc.)
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 180th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on stock plan (including the date hereof and FCStone Group Employee Stock Ownership Plan (the “ESOP”)) or arrangement described in the Prospectus and Prospectus, but only if the issuance holders of Common Stock pursuant to the valid exercises of such shares, options, warrants or rights outstanding on the date hereof. The Company also agrees that during shares issued upon exercise of such period options (other than for ESOP participants), agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period without the sale prior written consent of the Shares hereunderRepresentatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock180-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock180-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 90th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of the AgentRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) the Company’s sale issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock, or Common Stock upon exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus and Prospectus, but only if the issuance holders of Common Stock pursuant to the valid exercises of such shares, options, warrants or rights outstanding on the date hereof. The Company also agrees that shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 90-day period (other than for without the sale prior written consent of the Shares hereunderRepresentatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock90-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that such restrictions shall not be so extended solely by virtue of the publishing or distribution by any Underwriter of any research regarding any earnings release, material news or a material event, if such research report complies with Rule 139 of the Securities Act and the Common Stock is “actively traded,” as defined in Rule 101(c)(1) of Regulation M under the Exchange Act. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date of this Agreement hereof and ending on and including the earlier to occur 30th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement (as the same may be extended as described below, the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of BAS (which consent may be withheld at the Agentsole discretion of BAS), directly or indirectly offerindirectly, sell, assignoffer, transfercontract or grant any option to sell, pledge, contract to selltransfer or establish an open "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or any securities exchangeable or exercisable for or convertible into or exercisable or exchangeable for shares of Common Stock, Stock (other than (i) as contemplated by this Agreement with respect to the Company’s sale Shares); provided, however, that the Company may issue shares of the Shares hereunder and (ii) the issuance of its Common Stock or options to acquire purchase its Common Stock or Common Stock upon the exercise of options, pursuant to the Company’s employee benefit plansany stock option, qualified stock option plans bonus or other employee compensation plans as such plans are in existence on the date hereof and stock plan or arrangement described in the Prospectus and Prospectus, but only if the issuance holders of Common Stock pursuant to the valid exercises of such shares, options, warrants or rights outstanding on the date hereof. The Company also agrees that shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 30-day period without the prior written consent of BAS (other than for which consent may be withheld at the sale sole discretion of the Shares hereunderBAS). Notwithstanding the foregoing, if (x) during the last 17 days of the 30-day restricted period the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (iiy) if prior to the expiration of the Lock30-Up Periodday restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock30-Up Periodday period, the restrictions imposed by in this paragraph (p) or the letter clause shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.
Appears in 1 contract
Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date of this Agreement hereof and ending on and including the earlier to occur 180th day following the date of (i) the sale of all Shares being offered pursuant to this Agreement and (ii) the termination of this Agreement Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and ▇▇▇▇▇ (which consent may be withheld at the Agentsole discretion of Jefferies and ▇▇▇▇▇, directly or indirectly indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, assign, transfer, pledge, contract to selltransfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any shares of Common Stock or registration statement (except for registration statements on Form S-8 with respect to any securities convertible into or exercisable or exchangeable for Common Stock, other than (i) the Company’s sale of the and all Shares hereunder and (ii) the issuance of Common Stock or options to acquire Common Stock be issued pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof Amended and described in the Prospectus Restated 2006 Stock Option Plan and the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof. The Company also agrees that during such period (other than for the sale of the Shares hereunder2012 Omnibus Equity Incentive Plan), the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act in respect of, any Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares), enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company, or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Shares or options to purchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, including pursuant to the Company’s Amended and Restated 2006 Stock Option Plan and 2012 Omnibus Equity Incentive Plan, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such transaction shares or options during such Lock-up Period without the prior written consent of Jefferies and ▇▇▇▇▇ (which registersconsent may be withheld at the sole discretion of the Jefferies and ▇▇▇▇▇). Notwithstanding the foregoing, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company hereby agrees that if (i) if it during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news, news or if a material event relating to the Company occurs, during the last seventeen (17) days of the Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up up Period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock-Up up Period, then in each case the restrictions imposed by this paragraph (p) or the letter shall continue to apply Lock-up Period will be extended until the expiration of the eighteen (18)-day 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies and ▇▇▇▇▇ waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and ▇▇▇▇▇, except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.
Appears in 1 contract