Common use of Lock-Up Period Clause in Contracts

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six (6) months from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) months from the date of commencement of sales of this Offering, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 4 contracts

Sources: Underwriting Agreement (Ming Shing Group Holdings LTD), Underwriting Agreement (Ming Shing Group Holdings LTD), Underwriting Agreement (Ming Shing Group Holdings LTD)

Lock-Up Period. (i) 2.20.1. Each Insider and each beneficial owner of 5% or more of the Company holding outstanding ordinary shares Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit B that for a period ending of six (6) months from the effective date of commencement of sales of this Offering the Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or Company securities, capital stock of the Company, including ordinary sharesstock, or any securities convertible into or exercisable or exchangeable for such Securities Company securities or capital stock, without the consent of the UnderwritersRepresentative, with certain exceptionsexcept for issuances of Ordinary Shares upon the exercise of currently outstanding options, warrants and options that may be issued pursuant to an Incentive compensation plan approved by the Company’s board of directors. The Underwriters Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities ADSs would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.20.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentative, it will not, for a period ending three (3) of six months from the effective date of commencement of sales of this Offeringthe Registration Statement, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.20.2 shall not apply to (Di) the Securities ADSs and Ordinary Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Representative has been advised in writing of such issuance prior to the date hereof, hereof or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8Company. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Representative acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersRepresentative. 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension.

Appears in 3 contracts

Sources: Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (Company’s officers, directors, and holders of 5% or greater securities or capital stock of the Company, including the Class A Ordinary Shares, or any securities convertible into ordinary shares), except or exercisable or exchangeable for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, such securities or capital stock ( the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending of six (6) months from the date closing of commencement of sales of this the Offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities securities or capital stock shares of the Company, including ordinary sharesClass A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities securities or capital stock, without the prior written consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending of three (3) months from the date closing of commencement of sales of this the Offering, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(iisection (ii) shall not apply to (Dx) the Securities to be sold hereunder, ; (Ey) the issuance by the Company of ordinary shares Securities upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure and disclosed in the Registration Statement filed prior and/or the Disclosure Package; and (z) the issuance of Ordinary Shares pursuant to the date hereof of any outstanding Company’s existing stock option or warrant shall be deemed to constitute prior written notice to bonus plans as disclosed in the UnderwritersRegistration Statement and the Disclosure Materials.

Appears in 3 contracts

Sources: Underwriting Agreement (Linkers Industries LTD), Underwriting Agreement (Linkers Industries LTD), Underwriting Agreement (Linkers Industries LTD)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed has agreed, pursuant to the an executed Lock-Up Agreements Agreement in the form attached hereto as Annex IV I (for officers, directors and 5% or greater shareholders), that for a period ending six (6) months from after the date of commencement of sales of this the Offering (the “Lock-Up Period”), each such persons person and their respective affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or share capital stock of the Company, including ordinary sharesOrdinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesa Lock-up Party. (ii) The Company, on behalf of itself and any successor entity, has agreed that, that without the prior written consent of the Underwriters, it will not, for a period ending three (3) months from after the date of commencement of sales of this the Offering, (Ai) 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, directly or indirectly, any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, share capital stock or restricted stock share of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 3 contracts

Sources: Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD), Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD), Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD)

Lock-Up Period. (i) Each Insider and each Insider, beneficial owner holding 5% or more of the Company holding outstanding ordinary shares Class A or Class B common stock (or securities convertible into ordinary sharescommon stock), except for and the reselling shareholder with respect to the ordinary shares being offered investors holding Private Placement Shares as defined in the resale prospectus only, Registration Statement (together with the Insiderscollectively, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six one hundred and eighty (6180) months from days after the effective date of commencement of sales of this Offering the Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharescommon stock, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesstockholder. (ii) The Company, on behalf of itself and any successor entity, Company has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three one hundred and eighty (3180) months days the from the date of commencement of sales of this Offeringoffering, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 2 contracts

Sources: Underwriting Agreement (Richtech Robotics Inc.), Underwriting Agreement (Richtech Robotics Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have has agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six one hundred and eighty (6180) months days from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock shares of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshares, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesshareholder. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three one hundred eighty (3180) months days from the date of commencement of sales of this OfferingClosing Date, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock shares of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, capital stock shares or restricted stock shares of the Company under any stock share compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 2 contracts

Sources: Underwriting Agreement (Zhengye Biotechnology Holding LTD), Underwriting Agreement (Zhengye Biotechnology Holding LTD)

Lock-Up Period. (i) 2.23.1 Each Insider and each beneficial owner of the Company holding outstanding ordinary shares Company’s officers and directors (or securities convertible into ordinary shares)each a “Lock-Up Party” and, except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiderscollectively, the “Lock-Up Parties”) have agreed pursuant to the executed Locklock-Up Agreements up agreements in the form attached hereto as Annex IV that for Exhibit B (each, a period “Lock-Up Agreement”) that, commencing on July 14, 2010 and ending six (6) months from 180 days after the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the prior written consent of the Underwriters, with certain exceptionsRepresentative. The Underwriters may consent to an early release from the applicable Company has caused each Lock-Up period if, in its opinion, Party to deliver to the market for Representative the Securities would not be adversely impacted by sales and in cases agreement of financial emergency of an Insider or other holders of Securitieseach such Lock-Up Party to the foregoing effect prior to the Effective Date. (ii) 2.23.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentative, it will not, for a period ending three (3) months of 180 days from the date of commencement of sales of this Offeringthe Prospectus, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause clauses (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.23.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares upon and other convertible securities to employees, directors or consultants or pursuant to share option plans approved by the exercise Board of an option or warrant or Directors of the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance Company prior to the date hereof, including up to 800,000 additional Shares to be issued pursuant to such plans, (Fiii) the issuance by the Company of option to purchase or ordinary shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereofand other convertible securities in connection with strategic partnering arrangements, or (iv) any registration statement on Form S-8. For purposes the pledge or issuance by the Company of subclause ordinary shares to commercial lenders providing bona fide financing to the Company. 2.23.3 Notwithstanding the foregoing, if (Ei) in this paragraphthe Company issues an earnings release or material news, or a material event relating to the Underwriters acknowledge that disclosure in Company occurs, during the Registration Statement filed last 17 days of the Lock-Up Period, or (ii) prior to the date hereof expiration of any outstanding option the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 2.23 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwritersoccurrence of the material news or material event, unless the Representative waives such extension.

Appears in 2 contracts

Sources: Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.)

Lock-Up Period. (i) Each Insider and and, in addition, each beneficial owner of the Company holding at least five percent of the outstanding ordinary shares Class A Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) ), have agreed agreed, pursuant to the executed Locklock-Up up Agreements in the form attached hereto as Annex IV I (the “Lock-Up Agreements”), that for a period ending six (6) months from 180 days after the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or share capital stock of the Company, including ordinary sharesClass A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, except for such number of Class A Ordinary Shares registered for resale under the Registration Statement, without the consent of the UnderwritersUnderwriter, with certain exceptions. The Underwriters Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesa Lock-up Party. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentative, it will not, for a period ending three (3) months from 180 days after the date of commencement of sales of this OfferingClosing Date, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Representative has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. , or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersUnderwriter.

Appears in 2 contracts

Sources: Underwriting Agreement (NetClass Technology Inc), Underwriting Agreement (NetClass Technology Inc)

Lock-Up Period. (i) 2.22.1. Each Insider and each beneficial owner of the Company Company’s officers and directors holding outstanding ordinary shares Shares (or securities convertible into ordinary sharesShares) have agreed pursuant to executed Lock-Up Agreements in the form attached hereto as Exhibit B-1 that for a period of 180 days from the effective date of the Registration Statement (the “D&O Lock-Up Period”), except for and each owner of at least 5% of the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Company outstanding Shares (or securities convertible into Shares) (together with the Insiders, Company’s officers and directors the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit B-2 that for a period ending six (6) months from commencing on the effective date of commencement the Prospectus and ending on the earlier of sales of this Offering (i) 120 days thereafter, or (ii) [DATE] (the “5% Shareholder Lock-Up Period” and together with the D&O Lock-Up Period, the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriters, with certain exceptionsUnderwriter. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.22.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three (3) months of 180 days from the effective date of commencement of sales of this Offeringthe Registration Statement, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.22.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriters have Underwriter has been advised in writing of such issuance prior to the date hereof, or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.22.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, during the last 17 days of the Lock-Up Period, or (ivii) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof expiration of any outstanding option the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwritersoccurrence of the material news or material event, unless the Underwriter waives such extension.

Appears in 2 contracts

Sources: Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding five percent (5%) or more of the outstanding ordinary shares Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six (6) 12 months from or 180 days after the date of commencement of sales of this Offering the Prospectus, respectively (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the UnderwritersUnderwriter, with certain exceptions. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period Period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders any of Securitiesthe Lock-Up Parties. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three (3) twelve months from after the date of commencement of sales of this Offeringthe Prospectus, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Underwriter has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8, or (v) the issuance of Securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersUnderwriter.

Appears in 2 contracts

Sources: Underwriting Agreement (Fortune Valley Treasures, Inc.), Underwriting Agreement (Fortune Valley Treasures, Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding five percent (5%) or more of the outstanding ordinary shares Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements (the “Lock-Up Agreements”) in the form attached hereto as Annex IV that for a period ending six (6) months from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three six (36) months days from the date of commencement of sales of this Offering, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 2 contracts

Sources: Underwriting Agreement (Hang Feng Technology Innovation Co., Ltd.), Underwriting Agreement (Hang Feng Technology Innovation Co., Ltd.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have has agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six one hundred and eighty (6180) months days from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesstockholder. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three ninety (390) months days from the date of commencement of sales of this Offering, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 2 contracts

Sources: Underwriting Agreement (Baiya International Group Inc.), Underwriting Agreement (Baiya International Group Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary Company’s officers, directors, and holders of 5% or greater securities or shares (of the Company, or any securities convertible into ordinary or exercisable or exchangeable for such securities or shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, as listed on Schedule B hereto ( the “Lock-Up Parties”) ), have agreed pursuant to the executed Locklock-Up Agreements up agreements in the form attached hereto as Annex IV that for a period ending of six (6) months from the date of commencement of sales of this Offering (the “Lock-Up Period”)Effective Date, such persons and their affiliated parties shall not offer, pledge, charge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities securities or capital stock shares of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities securities or capital stockshares, without the prior written consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three of six (36) months from the date of commencement of sales of this OfferingEffective Date, (A) offer, pledge, charge, 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock shares of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(iisection (ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 2 contracts

Sources: Underwriting Agreement (Pinnacle Food Group LTD), Underwriting Agreement (Pinnacle Food Group LTD)

Lock-Up Period. (i) 2.23.1. Each Insider and each beneficial owner of the Company Company’s officers and directors holding outstanding ordinary shares Shares (or securities convertible into ordinary sharesShares), except for and each owner of at least 5% of the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Company’s Shares (together with the Insidersor securities convertible into Shares) (collectively, the “Lock-Up Parties”) ), have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit A that for a period ending six (6) months of 180 days from the effective date of commencement of sales of this Offering the Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties the Lock-Up Parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriters, with certain exceptionsUnderwriter. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period Period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.23.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three (3) months of 180 days from the effective date of commencement of sales of this Offeringthe Registration Statement, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company (other than on Form S-8) or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.23.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriters have Underwriter has been advised in writing of such issuance prior to the date hereofwriting, (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereofCompany, or (iv) the issuance by the Company of options or shares of capital stock of the Company to third-party vendors, suppliers, consultants as a form of compensation or (v) the issuance by the Company of shares of common stock as consideration for a future acquisition (including, a merger or any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriterssimilar transaction).

Appears in 2 contracts

Sources: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.)

Lock-Up Period. (i) 2.20.1 Each Insider and each beneficial owner of the Company Company’s officers, directors and shareholders holding beneficially or of record greater than 5% of the outstanding ordinary shares (or securities convertible into ordinary shares)as calculated before the offering, except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have has agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Agreement that for a period ending six of twelve (612) months from the date of commencement of sales of this Offering Effective Date (the “Lock-Up Period”), such persons and their affiliated parties shall not offer(i) sell, offer to sell, contract or agree to sell, hypothecate, assign, transfer, pledge, sell, contract grant any option to sell, grant, lend purchase or otherwise transfer dispose of, or announce the intention to otherwise dispose of, directly or indirectly, any shares of our ordinary shares (including, without limitation, ordinary shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act, as the same may be amended or capital stock of the Company, including ordinary supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or any securities convertible into or exercisable or exchangeable for such Securities the ordinary shares, or capital stockany warrants or other rights to purchase, without the consent foregoing (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the UnderwritersBeneficially Owned Shares or securities convertible into or exercisable or exchangeable for shares of our ordinary shares, whether now owned or hereafter acquired by the undersigned or with certain exceptionsrespect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the our ordinary shares or securities convertible into or exercisable or exchangeable for shares of our ordinary shares, or (iv) publicly announce an intention to effect any transaction specified in clause (i) or (ii) above. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period Period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders of Securities. (ii) stockholder. The Company, on behalf of itself and any successor entity, Company has agreed that, without the prior written consent caused each of the Underwriterslock-up parties, it will not, for a period ending three identified on Schedule 3 attached herein (3the “Lock-Up Parties”) months from to deliver to the date Underwriter the agreements of commencement of sales of this Offering, (A) 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, directly or indirectly, any shares of capital stock each of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating Lock-Up Parties to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance foregoing effect prior to the date hereof, (F) the issuance by that the Company requests that the Commission declare the Registration Statement effective under the Act. The Company will enforce the terms of option each Lock-Up Agreement and issue stop-transfer instructions to purchase the Transfer Agent (as defined below) for the Shares with respect to any transaction or shares contemplated transaction that would constitute a breach of ordinary sharesor default under the applicable Lock-Up Agreement. In addition, capital stock or restricted stock the Company shall, and each of the Company under any stock compensation plan of the Company outstanding Lock-Up Parties shall agree to, report transactions by certain insiders on the date hereof, or (iv) any registration statement on a Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure 6-K from time to time as set forth in the Registration Statement filed or by agreement with such shareholders. 2.20.2 Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the date hereof expiration of any outstanding option the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by Section 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwritersoccurrence of the material news or material event, unless the Representative, at its sole discretion, waives such extension.

Appears in 2 contracts

Sources: Underwriting Agreement (Fuling Global Inc.), Underwriting Agreement (Fuling Global Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of more than 5% of the Company holding Company’s outstanding ordinary shares (or securities convertible into ordinary shares), except for ) as of the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Effective Date (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six (6) months from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock shares of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshares, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) months days from the date of commencement of sales of this Offering, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock the Company other than registration statements on Form S-8 filed with the Commission after the Closing in connection with the registration of the Company’s ordinary shares issuable under any employee equity-based compensation plan or incentive plan, adopted and approved by the Company’s board of directors (the “Equity Incentive Plan”); or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock shares of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) shall not apply to (Da) the Securities to be sold hereunder, (Eb) securities of the Company which may be issued in connection with an acquisition of another entity (or the assets thereof), (c) the issuance by of securities of the Company of ordinary shares upon intended to provide the exercise of an option or warrant Company with proceeds to acquire another entity (or the conversion of a security outstanding on the date hereof ofassets thereof), provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, or (Fd) the issuance by of securities under the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersCompany’s Equity Incentive Plan.

Appears in 1 contract

Sources: Underwriting Agreement (Bend NovaTech Group LTD)

Lock-Up Period. (i) Each Insider and and, in addition, each beneficial owner of the Company holding at least five percent (5%) of the outstanding ordinary shares Class A Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) ), have agreed agreed, pursuant to the executed Locklock-Up up Agreements in the form attached hereto as Annex IV I (the “Lock-Up Agreements”), that for a period ending six (6) months from after the date of commencement of sales of this Offering Closing Date (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or share capital stock of the Company, including ordinary sharesClass A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, except for such number of Class A Ordinary Shares registered for resale under the Registration Statement, without the consent of the UnderwritersUnderwriter, with certain exceptions. The Underwriters Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesa Lock-up Party. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) months from the date of commencement of sales of this OfferingClosing Date, (Ai) 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, directly or indirectly, any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, share capital stock or restricted stock shares of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. , or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (FG Holdings LTD)

Lock-Up Period. 2.19.1. Each officer and director (ieach an “Insider”) Each Insider and each beneficial owner of 5% or more of the Company holding outstanding ordinary shares Ordinary Shares (or securities convertible into ordinary shares)Ordinary Shares, except for the reselling shareholder with respect or ADS to be purchased pursuant to the ordinary shares being offered in the resale prospectus only, Directed Share Program) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit B that for a period ending of six (6) months from the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or Company securities, capital stock of the Company, including ordinary sharesstock, or any securities convertible into or exercisable or exchangeable for such Securities Company securities or capital stock, without the consent of the UnderwritersUnderwriter, with certain exceptionsexcept for issuances of Ordinary Shares upon the exercise of currently outstanding options, warrants and options that may be issued pursuant to an incentive compensation plan approved by the Company’s board of directors. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities ADSs would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesstockholder. (ii) 2.19.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three (3) of six months from the closing date of commencement of sales of this the Minimum Offering, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.19.2 shall not apply to (Di) the Securities ADSs and Ordinary Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Underwriter has been advised in writing of such issuance prior to the date hereof, hereof or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8Company. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersUnderwriter. 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives such extension.

Appears in 1 contract

Sources: Underwriting Agreement (Hailiang Education Group Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares Class A Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered Class A Ordinary Shares) or Class B Ordinary Shares as set forth in the resale prospectus only, Schedule B hereto (together with the Insiders, the “Lock-Up Parties”) have agreed agreed, pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that that, for a period ending six one hundred and eighty (6180) months days from the date of commencement of sales of this Offering offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesClass A Ordinary Shares, Class B Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period Period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesstockholder. The restrictions contained in this Section 2(t)(i) shall not apply to the Securities to be sold under the Resale Prospectus (file no. 333-[—]), which shall be filed with the Registration Statement and Prospectus and any post-effective amendments thereto. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three hundreds and sixty five (3365) months days from the date of commencement of sales of this Offeringoffering (the “Company Lock-Up Period”), (A1) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B2) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , other than post-effective amendments to its Resale Prospectus, without the prior written consent of the Underwriter, or (C3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A1), (B2) or (C3) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Vittoria LTD)

Lock-Up Period. 2.26.1. (i) Each Insider and each beneficial owner of the Company holding outstanding Company’s directors and officers named in the section “Management” in the Prospectus and the beneficial owners of five percent (5%) or greater of either class of the Company’s ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect shares immediately prior to the ordinary shares being offered in the resale prospectus only, Offering (each an “Insider” and together with the Insiders, the “Lock-Up PartiesInsiders”) have has agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Schedule 3 that for a period ending six one hundred and eighty (6180) months days from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities Shares or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities Shares or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesshareholder. (ii) 2.26.2. The Company, on behalf of itself and any successor entity, has agreed agrees that, without the prior written consent of the Underwriters, it will not, for a period ending of three (3) months from the date closing of commencement of sales of this the Offering, (Ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter any securities convertible into any swap or other arrangement that transfers to another, in whole exercisable or in part, any of the economic consequences of ownership exchangeable for shares of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (EPWK Holdings Ltd.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for For a period ending six (6) months from of 60 days after the date of commencement of sales of this Offering hereof (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company(1) offer to sell, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) months from the date of commencement of sales of this Offering, (A) offerhypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchasepurchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any shares of capital stock of the Company Common Stock, or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCommon Stock; (B2) file or cause to be filed any become effective a registration statement with under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Common Stock or (C3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause clauses (A1), (B2) or (C3) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. The restrictions contained , without the prior written consent of the Placement Agent (which consent may be withheld in this Section 2(p)(ii) shall not apply to its sole discretion), other than (Di) the Securities to be sold hereunder, (Eii) the issuance of stock options or shares of restricted stock to employees, directors and consultants pursuant to the Company’s Second Amended and Restated 2006 Stock Plan, (iii) issuances of shares of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Disclosure Package and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities disclosed as outstanding in the Disclosure Package and the Prospectus, (iv) the issuance by the Company of ordinary any shares upon of Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the exercise date of an this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(k), or (v) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18 day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives, in writing, such extension. The Placement Agent agrees to waive such extension if the provisions of FINRA Rule 2711(f)(4) are not applicable to the Offering. The Company agrees not to accelerate the vesting of any option or warrant or the conversion lapse of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance any repurchase right prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock expiration of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersLock-Up Period.

Appears in 1 contract

Sources: Placement Agency Agreement (LIGHTBRIDGE Corp)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for For a period ending six (6) months from of 30 days after the date of commencement of sales of this Offering hereof (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company(1) offer to sell, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) months from the date of commencement of sales of this Offering, (A) offerhypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchasepurchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any shares of capital stock of the Company Common Stock, or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCommon Stock; (B2) file or cause to be filed any become effective a registration statement with under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Common Stock or (C3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Stock, whether any such transaction described in clause clauses (A1), (B2) or (C3) above is to be settled by delivery of shares of capital stock of the Company Common Stock or such other securities, in cash or otherwise. The restrictions contained , without the prior written consent of the Placement Agents (which consent may be withheld in this Section 2(p)(ii) shall not apply to their sole discretion), other than (Di) the Securities to be sold hereunder, (Eii) the issuance of stock options or shares of restricted stock to employees, directors and consultants pursuant to equity compensation plans described in the Registration Statement (excluding the exhibits thereto) and the Disclosure Package and the Prospectus, (iii) issuances of shares of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement (excluding the exhibits thereto) and the Disclosure Package and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement; (iv) the issuance by the Company of ordinary any shares upon of Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the exercise date of an this Agreement; provided that each recipient of shares pursuant to this clause (iv) agrees that all such shares remain subject to restrictions substantially similar to those contained in this subsection 3(k); (v) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof; or (vi) the sale of shares and warrants to one or more affiliates of the Sigma Tau Group in a transaction on substantially the same terms as the transaction contemplated by the Purchase Agreement pursuant to which Sigma Tau Group and its affiliates do no more than maintain their collective pro rata ownership of the Company’s securities as in effect as of the date hereof and for which such securities shall not be registered. Notwithstanding the foregoing, for the purpose of allowing the Placement Agents to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18 day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agents waive, in writing, such extension. The Placement Agents agree to waive such extension if the provisions of FINRA Rule 2711(f)(4) are not applicable to the Offering. The Company agrees not to accelerate the vesting of any option or warrant or the conversion lapse of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance any repurchase right prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock expiration of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersLock-Up Period.

Appears in 1 contract

Sources: Placement Agency Agreement (Regenerx Biopharmaceuticals Inc)

Lock-Up Period. (i) Each Insider director, officer and each beneficial owner of the Company holding outstanding beneficial owners of five percent (5%) or more of the Company’s ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect shares immediately prior to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have Offering has agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six (6) months from the date of commencement of sales of this Offering Closing Date (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock shares of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshares, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesshareholder. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) six months from the date of commencement of sales of this OfferingClosing Date, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock shares of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, capital stock shares or restricted stock shares of the Company under any stock share compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (EvoNexus Group LTD)

Lock-Up Period. (i) 2.22.1. Each Insider and each beneficial owner of the Company holding outstanding ordinary shares Company’s officers and directors (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) holding Shares (or securities convertible into Shares) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit B-1 that for a period ending six (6) months of 90 days from the effective date of commencement of sales of this Offering the Registration Statement (the “D&O Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriters, with certain exceptionsRepresentative. The Underwriters Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.22.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentative, it will not, for a period ending three (3) months of 90 days from the effective date of commencement of sales of this Offeringthe Registration Statement, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.22.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriters have Representative has been advised in writing of such issuance prior to the date hereof, or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.22.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, during the last 17 days of the Lock-Up Period, or (ivii) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof expiration of any outstanding option the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwritersoccurrence of the material news or material event, unless the Representative waives such extension.

Appears in 1 contract

Sources: Underwriting Agreement (Skystar Bio-Pharmaceutical Co)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed has agreed, pursuant to the executed such Lock-Up Agreements in the form attached hereto as Annex IV Agreement that for a period ending six (6) months from 180 days after the date of commencement of sales of this Offering Effective Date (the “Lock-Up Period”), each such persons person and their respective affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or share capital stock of the Company, including ordinary sharesADSs, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, without the consent of the UnderwritersUnderwriter, with certain exceptions. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesa Lock-up Party. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three (3) months from 180 days after the date of commencement of sales of this OfferingEffective Date, (Ai) 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, directly or indirectly, any shares of share capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock ADSs of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Underwriter has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option options to purchase or shares of ordinary sharesSecurities, share capital stock or restricted stock shares of the Company under any stock compensation plan of the Company outstanding on the date hereoffor compensatory purposes , or (iv) any registration statement on Form S-8. , or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersUnderwriter.

Appears in 1 contract

Sources: Underwriting Agreement (Warrantee Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (Company’s officers, directors, and holders of any securities or Ordinary Shares of the Company, including the Ordinary Shares, or any securities convertible into ordinary shares), except or exercisable or exchangeable for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, such securities or Ordinary Shares (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period commencing on the date hereof and ending six one hundred and eighty (6180) months days from the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities securities or capital stock Ordinary Shares of the Company, including ordinary sharesOrdinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities securities or capital stockOrdinary Shares, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesshareholder. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period commencing on the date hereof and ending three ninety (390) months from days after the date of commencement of sales of this Offeringthe Prospectus, (A) 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, directly or indirectly, any shares of capital stock Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock Ordinary Shares of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of Ordinary Shares the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock Ordinary Shares of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock Ordinary Shares of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing written notice of such issuance prior to the date hereof, (F) the issuance by the Company of issue option to purchase or shares of ordinary sharesSecurities, capital stock Ordinary Shares or restricted stock shares of the Company under any stock share compensation plan of the Company outstanding on the date hereofplan, or (ivG) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior Statement, General Disclosure Package and the Prospectus with respect to the date hereof of any outstanding option or warrant shall be deemed to constitute a prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Autozi Internet Technology (Global) Ltd.)

Lock-Up Period. (i) 2.20.1. Each Insider of the Company’s officers and directors and each beneficial owner of 5% or more of the Company holding outstanding ordinary shares Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Ordinary Shares) (together with the InsidersCompany’s officers and directors, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit B that for a period ending six (6) months of 180 days from the effective date of commencement of sales of this Offering the Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or Company securities, capital stock of the Company, including ordinary sharesstock, or any securities convertible into or exercisable or exchangeable for such Securities Company securities or capital stock, without the consent of the Underwriters, with certain exceptionsRepresentative. The Underwriters Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Ordinary Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Representative the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.20.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentative, it will not, for a period ending three (3) months of 180 days from the effective date of commencement of sales of this Offeringthe Registration Statement, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.20.2 shall not apply to (Di) the Securities ADSs and Ordinary Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Representative has been advised in writing of such issuance prior to the date hereof, hereof or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8Company. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Representative acknowledges that disclosure in the Registration Statement statement of any outstanding option or warrant filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersRepresentative. 2.20.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.20 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension.

Appears in 1 contract

Sources: Underwriting Agreement (Sunity Online Entertainment LTD)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have has agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six one hundred and eighty (6180) months days from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesstockholder. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three ninety (390) months days from the date of commencement of sales of this Offering, (A) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (ivG) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Baiya International Group Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Participant hereby agrees that for a period ending six (6) months from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties shall Participant will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) months from the date of commencement of sales of this Offering, (A) 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, directly or indirectly, any shares of capital stock Common Stock or other securities of the Company (or, in the case of a SPAC IPO, any shares of the common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable exchangeable, directly or indirectly, for shares of such common stock or other share capital stock of the Company; (B“SPAC Securities”)) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (C) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock any Common Stock or other securities of the Company (or, in the case of a SPAC IPO, any SPAC Securities) held by Participant (other than those included in the registration) for a period specified by (i) in the case of an Underwritten Offering, the representative of the underwriters of Common Stock or other securities of the Company, whether (ii) in the case of a Direct Listing, the Company, or (iii) in the case of a SPAC IPO, the Company or the SPAC (the “Lock-Up Period”) not to exceed 180 days following (x) in the case of an Underwritten Offering or a Direct Listing, the effective date of any registration statement of the Company filed under the Securities Act, or (y) in the case of a SPAC IPO, the closing of the SPAC IPO (or, in each case, such transaction described in clause other period as may be requested by the Company, the SPAC, or the underwriters, as applicable, to accommodate regulatory restrictions on (A), ) the publication or other distribution of research reports and (B) or (C) above is to be settled by delivery of shares of capital stock of analyst recommendations and opinions, including, but not limited to, the Company or such other securities, in cash or otherwise. The restrictions contained in FINRA 2241 or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company, the SPAC, or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company, the SPAC, or the representative of the underwriters, Participant will provide, within 10 days of such request, such information as may be required by the Company, the SPAC, or such representative in connection with the completion of any IPO. The obligations described in this Section 2(p)(ii) shall 8 will not apply to (D) a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the Securities future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be sold hereunder, (E) promulgated in the issuance by the future. The Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior may impose stop-transfer instructions with respect to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock Common Stock (or restricted stock other securities) subject to the foregoing restriction until the end of the Company under Lock-Up Period. Participant agrees that any stock compensation plan transferee of the Company outstanding on the date hereof, this Award of Restricted Stock Units or (iv) any registration statement on Form S-8. For purposes Shares acquired pursuant to this Award of subclause (E) in Restricted Stock Units will be bound by this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersSection 8.

Appears in 1 contract

Sources: Restricted Stock Unit Award Agreement (Ibotta, Inc.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares Class A Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV II that for a period ending six (6) months from 180 days after the date of commencement of sales of this Offering Effective Date (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesClass A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the UnderwritersUnderwriter, with certain exceptions. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders any of Securitiesthe Lock-Up Parties. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three one hundred and eighty (3180) months from days after the date of commencement of sales of this OfferingEffective Date, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Underwriter has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersUnderwriter.

Appears in 1 contract

Sources: Underwriting Agreement (Tian Ruixiang Holdings LTD)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for For a period ending six (6) months from of 90 days after the date of commencement of sales of this Offering hereof (the “Lock-Up Period”), such persons and their affiliated parties shall the Company will not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company(1) offer to sell, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securities. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three (3) months from the date of commencement of sales of this Offering, (A) offerhypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchasepurchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of capital stock Section 16 of the Company Exchange Act, with respect to, any Ordinary Shares, or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyOrdinary Shares; (B2) file or cause to be filed any become effective a registration statement with under the Commission Securities Act relating to the offering offer and sale of any shares of capital stock of the Company Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Ordinary Shares or (C3) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyOrdinary Shares, whether any such transaction described in clause clauses (A1), (B2) or (C3) above is to be settled by delivery of shares of capital stock of the Company Ordinary Shares or such other securities, in cash or otherwise. The restrictions contained , without the prior written consent of the Placement Agent (which consent may be withheld in this Section 2(p)(ii) shall not apply to its sole discretion), other than (Di) the Securities to be sold hereunder, (Eii) the issuance by of stock options or shares of restricted stock to employees, directors and consultants pursuant to the Company Company’s 2006 U.S Stock Option Plan, 1999 Non-Employee Directors Stock Option Plan and Amended and Restated Israeli Share Option Plan, or (iii) issuances of ordinary shares Ordinary Shares upon the exercise of an options or warrants disclosed as outstanding in the Disclosure Package and the Prospectus or upon the conversion or exchange of convertible or exchangeable securities disclosed as outstanding in the Disclosure Package and the Prospectus. Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18 day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives, in writing, such extension. The Placement Agent agrees to waive such extension if the provisions of FINRA Rule 2711(f)(4) are not applicable to the Offering. The Company agrees not to accelerate the vesting of any option or warrant or the conversion lapse of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance any repurchase right prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock expiration of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersLock-Up Period.

Appears in 1 contract

Sources: Placement Agency Agreement (CYREN Ltd.)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding outstanding ordinary shares Class A Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV II that for a period ending six (6) months from 180 days after the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesClass A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders any of Securitiesthe Lock-Up Parties. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three one hundred and eighty (3180) months from days after the date of commencement of sales of this Offeringthe Prospectus, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Tian Ruixiang Holdings LTD)

Lock-Up Period. (i) 2.22.1. Each Insider and each beneficial owner of the Company Company’s officers and directors holding outstanding ordinary shares Shares (or securities convertible into ordinary shares), except for Shares) and each owner of at least 10% of the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Company outstanding Shares (or securities convertible into Shares) (together with the Insiders, Company’s officers and directors the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit B-1, that for a period ending six (6) months of 180 days from the effective date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriters, with certain exceptionsUnderwriter. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period Period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.22.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three (3) months of 180 days from the effective date of commencement of sales of this Offeringthe Registration Statement, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany (other than the issuance of options to purchase Shares, or issuance of Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus); (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than on Form S-8 relating to the Company; ’s stock option, stock bonus or other stock plans or arrangements in effect on the date of this Agreement and as disclosed in the Prospectus) or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.22.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriters have Representative has been advised in writing of such issuance prior to the date hereof, or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company. 2.22.3. Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, during the last 17 days of the Lock-Up Period, or (ivii) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof expiration of any outstanding option the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.22 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwritersoccurrence of the material news or material event, unless the Representative waives such extension.

Appears in 1 contract

Sources: Underwriting Agreement (Kips Bay Medical, Inc.)

Lock-Up Period. (i) Each Insider and 2.24.1. Except as contemplated by the Registration Statement, each beneficial owner of the Company Company’s officers and directors holding outstanding ordinary shares Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit A-1 that for a period ending six (6) months of 180 days from the effective date of commencement of sales of this Offering the Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the prior written consent of the Underwriters, with certain exceptionsRepresentatives. The Underwriters Representatives may consent to an early release from the applicable Lock-Up period if, in its their opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Representatives the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.24.2. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentatives, it will not, for a period ending three (3) months of 180 days from the date of commencement of sales of this Offeringthe Prospectus, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause clauses (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.24.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that and disclosed in the Underwriters Registration Statement or of which the Representatives have been advised in writing of such issuance prior to the date hereof, or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on approved by the date hereof, or (iv) any registration statement on Form S-8. For purposes Board of subclause (E) in this paragraph, Directors of the Underwriters acknowledge that disclosure in the Registration Statement filed Company prior to the date hereof of any outstanding option hereof. 2.24.3. Notwithstanding the foregoing, if (i) the Company issues an earnings release or warrant shall be deemed to constitute prior written notice material news, or a material event relating to the UnderwritersCompany occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.24 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive such extension.

Appears in 1 contract

Sources: Underwriting Agreement (Mission NewEnergy LTD)

Lock-Up Period. (i) Each Insider and and, in addition, each beneficial owner of the Company holding at least five percent of the outstanding ordinary shares Class A Ordinary Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”) ), have agreed agreed, pursuant to the executed Locklock-Up up Agreements in the form attached hereto as Annex IV II (the “Lock-Up Agreements”), that for a period ending six (6) months from 180 days after the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or share capital stock of the Company, including ordinary sharesClass A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockshare capital, except for such number of Class A Ordinary Shares registered for resale under the Registration Statement, without the consent of the UnderwritersUnderwriter, with certain exceptions. The Underwriters Representative may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesa Lock-up Party. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentative, it will not, for a period ending three (3) months from 180 days after the date of commencement of sales of this OfferingClosing Date, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have Representative has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharesSecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. , or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge Underwriter acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the UnderwritersUnderwriter.

Appears in 1 contract

Sources: Underwriting Agreement (NetClass Technology Inc)

Lock-Up Period. (i) 2.19.1 Each Insider and each beneficial owner of the Company Company’s officers and directors holding outstanding ordinary shares Shares (or securities convertible into ordinary sharesShares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus onlyand ACM Emerging Markets Master Fund I, L.P. (together with the Insiders“ACM” and collectively, the “Lock-Up Parties”) ), have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Exhibit A that for a period ending six (6) months of 90 days from the effective date of commencement of sales of this Offering the Registration Statement (the “Lock-Up Period”), such persons and their affiliated parties the Lock-Up Parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriters, with certain exceptionsRepresentatives. The Underwriters Representatives may consent to an early release from the applicable Lock-Up period Period if, in its their opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Representatives the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date that the Company requests that the Commission declare the Registration Statement effective under the Act. (ii) 2.19.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentatives, it will not, for a period ending three (3) months of 90 days from the effective date of commencement of sales of this Offeringthe Registration Statement, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company (other than on Form S-8) or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.23.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriters Representatives have been advised in writing of such issuance prior to the date hereofwriting, (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company, (iv) the issuance by the Company outstanding on of options or shares of capital stock of the date hereofCompany to third-party vendors, suppliers, or consultants as a form of compensation, (v) the issuance by the Company of shares of common stock as consideration for a future acquisition (including, a merger or any similar transaction), or (ivvi) any registration statement on Form S-8. For purposes the issuance by the Company of subclause shares of common stock pursuant to that certain Convertible Note Facility Agreement (Ethe “Note Agreement”) in this paragraphdated as of May 28, 2014, by and between the Underwriters acknowledge that disclosure in Company and ACM, as amended by the Registration Statement filed prior First Amendment to the date hereof Note Agreement dated as of any outstanding option or warrant shall be deemed to constitute prior written notice to May 28, 2015 by and between the UnderwritersCompany and ACM.

Appears in 1 contract

Sources: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.)

Lock-Up Period. (i) Each Insider and each certain beneficial owner owners of the Company holding of the outstanding ordinary shares Class A Ordinary Shares as of the date hereof (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered Class A Ordinary Shares) or Class B Ordinary Shares as set forth in the resale prospectus only, Schedule B hereto (together with the Insiders, the “Lock-Up Parties”) have agreed agreed, pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that that, for a period ending six three (63) months from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesClass A Ordinary Shares, Class B Ordinary Shares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period Period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesstockholder. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three (3) months from the date of commencement of sales of this OfferingOffering (the “Company Lock-Up Period”), (A1) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (B2) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , without the prior written consent of the Underwriter, or (C3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (A1), (B2) or (C3) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (DA) the Securities to be sold hereunder, (EB) the grant of options, restricted shares or other equity awards under any equity incentive or share option plan duly adopted and approved by the Company’s board of directors or shareholders, (C) the issuance of Ordinary Shares upon exercise or settlement of any such awards, and (D) the filing by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes S-8 (or any successor form) with the Commission to register the issuance of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior securities pursuant to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriterssuch plan.

Appears in 1 contract

Sources: Underwriting Agreement (Vittoria LTD)

Lock-Up Period. (i) Each Insider and each beneficial owner of the Company holding five percent (5%) or more of the outstanding ordinary shares Shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Shares) (together with the Insiders, the “Lock-Up Parties”) have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that for a period ending six (6) months 180 days from the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons, and parties that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with such persons and their affiliated parties (the “Affiliated Parties”), shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period Period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders any of Securitiesthe Lock-Up Parties. (ii) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Underwriters, it will not, for a period ending three one hundred and eighty (3180) months days from the date of commencement of sales of this Offeringthe Prospectus, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii2(t)(ii) shall not apply to (Di) the Securities to be sold hereunder, (Eii) the issuance by the Company of ordinary shares Securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have has been advised in writing of such issuance prior to the date hereof, (Fiii) the issuance by the Company of option to purchase or shares of ordinary sharessecurities, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations statement. For purposes of subclause (Eii) in this paragraph, the Underwriters acknowledge acknowledges that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Planet Image International LTD)

Lock-Up Period. 2.26.1. (i) Each Insider and each beneficial owner of the Company holding outstanding Company’s directors and officers named in the section “Management” in the Prospectus and the beneficial owners of five percent (5%) or greater of either class of the Company’s ordinary shares (or securities convertible into ordinary shares), except for the reselling shareholder with respect shares immediately prior to the ordinary shares being offered in the resale prospectus only, Offering (each an “Insider” and together with the Insiders, the “Lock-Up PartiesInsiders”) have has agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV Schedule 3 that for a period ending six one hundred and eighty (6180) months days from the date of commencement of sales of this Offering (the “Lock-Up Period”), such persons and their affiliated parties (“Lock-up Parties”) shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities Shares or capital stock of the Company, including ordinary shares, or any securities convertible into or exercisable or exchangeable for such Securities Shares or capital stock, without the consent of the Underwriters, with certain exceptions. The Underwriters may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency of an Insider or other holders of Securitiesshareholder. (ii) 2.26.2. The Company, on behalf of itself and any successor entity, has agreed agrees that, without the prior written consent of the Underwriters, it will not, for a period ending three of eighty (3180) months days from the date closing of commencement of sales of this the Offering, (Ai) 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, directly or indirectly, any shares of capital stock of the our Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of our Company, except for the shares or options issued under the Company’s incentive plan; (Bii) file or cause to be filed any registration statement with the Commission SEC relating to the offering of any shares of capital stock of the our Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the our Company; or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, our Company whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of shares of capital stock of the Company Ordinary Shares or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) shall not apply to (D) the Securities to be sold hereunder, (E) the issuance by the Company of ordinary shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance prior to the date hereof, (F) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, or (iv) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (AIGO HOLDING LTD)

Lock-Up Period. (i) 2.23.1 Each Insider and each beneficial owner of the Company holding outstanding ordinary shares Company’s officers and directors (or securities convertible into ordinary shares)each a “Lock-Up Party” and, except for the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, (together with the Insiderscollectively, the “Lock-Up Parties”) have agreed pursuant to the executed Locklock-Up Agreements up agreements in the form attached hereto as Annex IV that for Exhibit B (each, a period “Lock-Up Agreement”) that, commencing on July 14, 2010 and ending six (6) months from 180 days after the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the prior written consent of the Underwriters, with certain exceptionsRepresentative. The Underwriters may consent to an early release from the applicable Company has caused each Lock-Up period if, in its opinion, Party to deliver to the market for Representative the Securities would not be adversely impacted by sales and in cases agreement of financial emergency of an Insider or other holders of Securitieseach such Lock-Up Party to the foregoing effect prior to the Effective Date. (ii) 2.23.2 The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersRepresentative, it will not, for a period ending three (3) months of 180 days from the date of commencement of sales of this Offeringthe Prospectus, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , (Bii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; , or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause clauses (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.23.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares upon and other convertible securities to employees, directors or consultants or pursuant to share option plans approved by the exercise Board of an option or warrant or Directors of the conversion of a security outstanding on the date hereof of, provided that the Underwriters have been advised in writing of such issuance Company prior to the date hereof, including up to [ ] additional Shares to be reserved pursuant to the [ ] after the date hereof, (Fiii) the issuance by the Company of option to purchase or ordinary shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereofand other convertible securities in connection with strategic partnering arrangements, or (iv) any registration statement on Form S-8. For purposes the pledge or issuance by the Company of subclause ordinary shares to commercial lenders providing bona fide financing to the Company. 2.23.3 Notwithstanding the foregoing, if (Ei) in this paragraphthe Company issues an earnings release or material news, or a material event relating to the Underwriters acknowledge that disclosure in Company occurs, during the Registration Statement filed last 17 days of the Lock-Up Period, or (ii) prior to the date hereof expiration of any outstanding option the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 2.23 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwritersoccurrence of the material news or material event, unless the Representative waives such extension.

Appears in 1 contract

Sources: Underwriting Agreement (D. Medical Industries Ltd.)

Lock-Up Period. (ia) Each Insider and each beneficial owner of the Company Company’s executive officers and directors holding outstanding ordinary shares Shares (or securities convertible into ordinary shares)Shares) have agreed, except for and each owner of at least 5% of the reselling shareholder with respect to the ordinary shares being offered in the resale prospectus only, Company outstanding Shares (or securities convertible into Shares) (together with the Insiders, Company’s executive officers and directors the “Lock-Up Parties”) ), have agreed pursuant to the executed Lock-Up Agreements in the form attached hereto as Annex IV that Exhibit A that, for a period ending six of one hundred eighty (6180) months from days after the date of commencement of sales of this Offering the Prospectus (the “Lock-Up Period”), such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Securities or capital stock of the Company, including ordinary sharesShares, or any securities convertible into or exercisable or exchangeable for such Securities or capital stockShares, without the consent of the Underwriters, with certain exceptionsUnderwriter. The Underwriters Underwriter may consent to an early release from the applicable Lock-Up period if, in its opinion, the market for the Securities Shares would not be adversely impacted by sales and in cases of financial emergency of an Insider officer, director or other holders stockholder. The Company has caused each of Securitiesthe Lock-Up Parties to deliver to the Underwriter the agreements of each of the Lock-Up Parties to the foregoing effect prior to the date hereof. (iib) The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the UnderwritersUnderwriter, it will not, for a period ending three of one hundred eighty (3180) months from days after the date of commencement of sales of this Offeringthe Prospectus, (Ai) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (Bii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; Company or (Ciii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (Ai), (Bii) or (Ciii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 2(p)(ii) paragraph 2.21.2 shall not apply to (Di) the Securities Shares to be sold hereunder, (Eii) the issuance by the Company of ordinary shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of, provided that of which the Underwriters have been advised in writing of such issuance prior to the date hereof, or (Fiii) the issuance by the Company of option to purchase or shares of ordinary shares, capital stock or restricted stock of the Company under any stock compensation plan of the Company. (c) Notwithstanding the foregoing, if (i) the Company outstanding on issues an earnings release or material news, or a material event relating to the date hereofCompany occurs, during the last 17 days of the Lock-Up Period, or (ivii) any registration statement on Form S-8. For purposes of subclause (E) in this paragraph, the Underwriters acknowledge that disclosure in the Registration Statement filed prior to the date hereof expiration of any outstanding option the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by paragraph 2.21 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or warrant shall be deemed to constitute prior written notice to the Underwritersoccurrence of the material news or material event, unless the Underwriter waives such extension.

Appears in 1 contract

Sources: Underwriting Agreement (Cavico Corp)