Common use of Form of Press Release Clause in Contracts

Form of Press Release. HireRight Holdings Corporation [l] HireRight Holdings Corporation (the “Company”) announced today that Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ Sachs & Co. LLC, the lead book-running managers in the Company’s recent public sale of [l] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. [l], 2021 HireRight GIS Group Holdings LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC As Representative(s) of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇] ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with HireRight GIS Group Holdings LLC, a Delaware corporation (the “Company”) or its successor or parent entity following a corporate conversion or any substantially similar transaction as described under the caption “Corporate Conversion” in the Registration Statement and the final prospectus relating to the Public Offering (as defined below), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule 1 therein (the “Underwriters”) of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, directly or indirectly (or cause any direct or indirect affiliate to), during the period specified in the following paragraph (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Common Stock or securities convertible into or exchangeable or exercisable for any Common Stock (including, without limitation, Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), securities which may be issued upon exercise of a stock option or warrant and any Common Stock, options, warrants or securities now owned or hereafter acquired by the undersigned (collectively, the “Lock-Up Securities”)), (2) enter into any swap, hedge, option, derivative or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended to, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Securities, in cash or otherwise, or (3) publicly disclose the intention to do any of the foregoing. Furthermore, the undersigned confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Lock-Up Agreement if it had been entered into by the undersigned during the Lock-Up Period. The foregoing shall not apply to:

Appears in 1 contract

Sources: Underwriting Agreement (HireRight Holdings Corp)

Form of Press Release. HireRight Holdings Corporation Mynaric AG [lDate] HireRight Holdings Corporation Mynaric AG (the “Company”) announced today that Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ Sachs & Co. LLCJefferies, the lead book-running managers in the Company’s recent public sale of [l] American Depositary Shares, representing an aggregate of [●] ordinary bearer shares of common stockthe Company, are [waiving] [releasing] a lock-up restriction with respect to [●] American Depositary Shares representing [●] ordinary bearer shares of the Company’s common stock Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [●], 20 20[●], and the American Depositary Shares and ordinary shares represented thereby may be sold on or after such date. Form of Lock-Up Agreement [l], 2021 HireRight GIS Group Holdings LLC Insert date] Mynaric AG ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ 82205 Gilching Germany CREDIT SUISSE SECURITIES (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC ▇▇, New York, N.Y. 10010-3629 ▇▇▇▇▇▇▇▇▇ ▇▇LLC ▇▇▇ & Co. LLC As Representative(s) of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇ ▇▇▇▇▇-▇▇▇▇] ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ N.Y. 10022 Ladies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (As an inducement to the “Representatives”) propose underwriters to enter into an execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended to result in the establishment of a public market for American Depositary Shares (the “ADSs”) representing ordinary bearer shares (no-par value shares) with HireRight GIS Group Holdings LLCa pro rata amount of the share capital attributable to each ordinary bearer share (auf die einzelne Aktie entfallender anteiliger Betrag des Grundkapitals) of €1.00 each (“Ordinary Shares” and, together with ADSs, the “Securities”) of Mynaric AG, a Delaware stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany, and any successor (by merger or otherwise) thereto, (the “Company”) or its successor or parent entity following a corporate conversion or any substantially similar transaction as described under the caption “Corporate Conversion” in the Registration Statement and the final prospectus relating to the Public Offering (as defined below), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule 1 therein (the “Underwriters”) of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned will not, directly or indirectly (or cause any direct or indirect affiliate to), during the period specified in the following paragraph (the “Lock-Up Period”), (1) the undersigned will not, and will not cause any direct or indirect affiliate to, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose of, directly or indirectly, any Common Stock Securities or securities convertible into or exchangeable or exercisable for any Common Stock (includingSecurities, without limitationenter into a transaction which would have the same effect, Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), securities which may be issued upon exercise of a stock option or warrant and any Common Stock, options, warrants or securities now owned or hereafter acquired by the undersigned (collectively, the “Lock-Up Securities”)), (2) enter into any swap, hedge, option, derivative hedge or other arrangement (including, including without limitation, any short sale or the other purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended tointended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge sale or other disposition (whether by the undersigned or someone other than the undersigned) that transfers, in whole or transfer in part, any of any the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities or securities convertible into or exchangeable or exercisable for any of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up SecuritiesSecurities or such other securities, in cash or otherwise, or (3) publicly disclose the intention to do make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇▇▇ LLC (together, the “Representatives”). In addition, the undersigned agrees that, without the prior written consent of the foregoingRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. Furthermore, the undersigned confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this Lock-Up Agreement if it had been entered into by the undersigned during the Lock-Up Period. The foregoing shall Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities or securities convertible into or exchangeable or exercisable for any Securities received upon exercise of options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned after the Public Offering Date in the open market will not apply to:be subject to this Lock-Up Agreement.

Appears in 1 contract

Sources: Underwriting Agreement (Mynaric AG)