Other Information Included in the General. Disclosure Package 1. The initial price to the public of the Offered Securities. 2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing
Appears in 2 contracts
Sources: Underwriting Agreement (NeuroSigma, Inc.), Underwriting Agreement (NeuroSigma, Inc.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
Units: $25.00 2. [list other information]] NSVascularNumber of Offered Units: 24,000,000 CVR Refining, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇LP ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsCredit Suisse Securities (USA) LLC Citigroup Global Markets Inc. c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), among CVR Refining, LP (the “Partnership”), CVR Refining GP, LLC, CVR Refining Holdings, LLC, Coffeyville Resources, LLC and the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share units representing limited partner interests in the Partnership (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities (including any Securities acquired after the date hereof) or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the SecuritiesSecurities that would require the Partnership to file a registration statement during the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise ; provided, however, that if (1) during the last 17 days of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this initial Lock-Up AgreementPeriod, the Partnership releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 announcement of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any Securities acquired by the The undersigned agrees that, prior to engaging in the open market will not be any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the initial Lock-Up Period), it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. A Notwithstanding the foregoing, (1) the undersigned may transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, saleprovided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, transfer (ii) as a distribution to members, limited partners or stockholders of the undersigned, provided that the members, limited partners or stockholders, as the case may be, agree to be bound in writing by the restrictions set forth herein, (iii) to the undersigned’s affiliates or to any investment fund or other dispositionentity controlled or managed by the undersigned, provided that the affiliates or investment funds or other entities controlled or managed by the undersigned, as the case may be, agree to be bound in each case writing by the restrictions set forth herein, or (iv) to (A) a member members of his or her immediate family, or to any trust for the direct or indirect benefit of the undersigned or one or more members of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s provided that such immediate family members (or (C) affiliates of the undersigned; (iii) trustee in the case of a natural persontrust) agree to be bound in writing by the restrictions set forth herein, upon deathand provided further that any such transfer pursuant to sub-clauses (i), by will (ii), (iii) or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if above shall not involve a disposition for value; (2) the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiariesmay sell Securities purchased in the open market following the initial public offering described herein; or (v3) the undersigned may transfer Securities with the prior written consent of Credit Suisse; provided, however, that it shall be a condition to transfers made pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of clauses (i), (ii), (iii) and (iv) of the foregoing clause (1) that no public reports, including but not limited to reports pursuant to Rule 144 of the Securities Act of 1933, as amended, or pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, are required to be filed by the undersigned during the Lock-Up Period (as such may have been extended pursuant to the terms of this Lock-Up Agreement) and no such reports are voluntarily filed by the undersigned during the Lock-Up Period (as such may have been extended pursuant to the terms of this Lock-Up Agreement) in connection with such transfer or distribution (other than (i) a filing under Section 16(a) of the Securities Exchange Act of 1934 which reports solely one or more acquisitions of the Partnership’s securities or (ii) a filing on Form 5 made after the expiration of the restricted period described in the foregoing paragraphs). For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer Securities to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such Securities subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such Securities except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. In furtherance of the foregoing, the Partnership and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the general partner of the Partnership, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. This Lock-Up Agreement shall be binding on the undersigned and the successors, each holderheirs, doneepersonal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before March 31, trustee2013. This agreement shall be governed by, distributee and construed in accordance with, the laws of the State of New York. Very truly yours, ___________________________________ [Name of unitholder]
(a) Each of the Partnership Entities and Coffeyville Resources has been duly organized, is validly existing and in good standing as a corporation, limited liability company or transfereea limited partnership under the laws of such entities’ jurisdiction of incorporation or formation, as the case may be, agrees and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction set forth opposite its name on the attached Schedule I.
(b) The Partnership Entities and Coffeyville Resources have all corporate, limited liability company and limited partnership, as applicable, power and authority necessary to own or hold their properties and conduct their respective businesses as described in the General Disclosure Package and the Final Prospectus.
(c) The General Partner owns the sole general partner interest in the Partnership and is the sole general partner of the Partnership, with a non-economic interest (the “GP Interest”). Such GP Interest has been duly authorized and validly issued in accordance with the A&R Partnership Agreement, such GP Interest is fully paid (to the extent required under the A&R Partnership Agreement) and such GP Interest conforms in all material respects to the description of the GP Interest in the General Disclosure Package and the Final Prospectus. The General Partner owns such GP Interest free and clear of all liens, encumbrances, equities or claims (“Liens”) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file with the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, except for Liens contained in the A&R Partnership Agreement, described in the General Disclosure Package and the Final Prospectus, or Liens created by or arising under the Delaware LP Act.
(d) Coffeyville Resources owns 100% of the membership interests in CVR Holdings; such membership interests have been duly authorized and validly issued in accordance with the CVR Holdings Agreement and are fully paid (to the extent required under the CVR Holdings Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and CVR Holdings owns such membership interests free and clear of all Liens, (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Coffeyville Resources as debtor is on file with the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, except for Liens contained in the CVR Holdings Agreement, described in the General Disclosure Package and the Final Prospectus, or Liens created by or arising under the Delaware LLC Act.
(e) CVR Holdings owns 100% of the membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the General Partner Agreement and are fully paid (to the extent required under the General Partner Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and CVR Holdings owns such membership interests free and clear of all Liens, (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming CVR Holdings as debtor is on file with the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, except for Liens contained in the General Partner Agreement, described in the General Disclosure Package and the Final Prospectus, or Liens created by or arising under the Delaware LLC Act.
(f) CVR Holdings owns 119,988,000 common units in the Partnership and CVR Refining Holdings Sub, LLC owns 12,000 common units in the Partnership (collectively, the “Sponsor Units”). Such Sponsor Units have been duly authorized and are validly issued in accordance with the A&R Partnership Agreement, are fully paid (to the extent required under the A&R Partnership Agreement) and conform in all material respects to the description of the Common Units in the Prospectus. CVR Holdings owns Sponsor Units free and clear of all Liens, (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming CVR Holdings as debtor is on file with the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, except for Liens contained in the A&R Partnership Agreement, described in the General Disclosure Package and the Final Prospectu,s or Liens created by or arising under the Delaware LP Act.
(g) As of the date hereof, immediately after offer and sale of the Firm Units to the Underwriters in accordance with the Agreement and assuming no purchase by the Underwriters of any of the Optional Units, the issued and outstanding limited partner interests in the Partnership consist of (i) 120,000,000 common units constituting the Sponsor Units and (ii) 24,000,000 common units constituting the Firm Units.
(h) The Partnership owns 100% of the membership interests in Refining LLC; such membership interests have been duly authorized and validly issued in accordance with Refining LLC Agreement and are fully paid (to the extent required under the Refining LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens, (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Partnership as debtor is on file with the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, except for Liens contained in the Refining LLC Agreement, described in the General Disclosure Package and the Final Prospectus, or Liens created by or arising under the Delaware LLC Act.
(i) The Firm Units to be bound offered and sold by the Partnership to the Underwriters under the Agreement have been duly authorized in writingaccordance with the A&R Partnership Agreement, and, when issued and delivered to the Underwriters upon payment therefore in accordance with the Agreement, will be validly issued, in accordance with the A&R Partnership Agreement, fully paid (to the extent required by the A&R Partnership Agreement) and non-assessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
(j) To such counsel’s knowledge, there are no contracts, agreements or understandings between any of the Partnership Parties and any person granting such person the right to require such Partnership Party to file a registration statement under the Act with respect to any securities of such Partnership Party owned or to be owned by such person or to require such Partnership Party to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Partnership under the Act, other than as described in the General Disclosure Package.
(k) The Agreement has been duly authorized, executed and delivered by each of the Partnership Parties party thereto.
(l) Each of the Operative Agreements and each of the Transaction Documents has been duly and validly authorized, executed and delivered by each of the Partnership Entities that are parties thereto and constitutes a valid and legally binding obligation of each of the Partnership Entities that are parties thereto, enforceable against each of them in accordance with its respective terms, provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dea
Appears in 2 contracts
Sources: Underwriting Agreement (Icahn Enterprises Holdings L.P.), Underwriting Agreement (Icahn Enterprises Holdings L.P.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
. 2. [list other information•]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that AC Immune SA EPFL ▇▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CREDIT SUISSE SECURITIES (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LEERINK PARTNERS LLC ▇▇▇ as Representatives of the Several Underwriters c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇ Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made that is intended to result in the establishment of a public market in the United States for shares of common stockshares, par nominal value $0.0001 CHF 0.02 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationAC Immune SA, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date filing of this Lock-Up Agreement a preliminary prospectus by the Company which contains a bona fide price range and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement). Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to:
(a) transactions relating to Securities or other securities acquired by the undersigned in the Public Offering or in open market transactions;
(i) the exercise of stock options or other similar awards granted pursuant to the Company’s equity incentive plans or the vesting or settlement of awards granted pursuant to the Company’s equity incentive plans (including the delivery and receipt of Securities, other awards or any securities convertible into or exercisable or exchangeable for Securities in connection with such vesting or settlement); provided that, in the case of this clause (i), the foregoing restrictions shall apply to any of the undersigned’s Securities issued upon such exercise, vesting or settlement; or (ii) the transfer of Securities or any securities convertible into or exercisable or exchangeable for Securities from the undersigned to the Company (or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise of options to purchase Securities by the undersigned, in each case on a “cashless” or “net exercise” basis, or to cover income or withholding and other tax obligations of the undersigned in connection with such vesting or exercise in 2015 and 2016 of options for Securities of the Company, whether by means of a “net settlement” or otherwise;
(c) transfers of Securities or any security convertible into or exercisable or exchangeable for Securities:
(i) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, or pursuant to a will not or other testamentary document;
(ii) if the undersigned is a natural person, to a member of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin, and shall include any former spouse);
(iii) if the undersigned is a natural person, to any trust or other like entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(iv) if the undersigned is a natural person, by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement;
(v) if the undersigned is a natural person, to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity;
(vi) if the undersigned is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of the undersigned or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned;
(vii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any affiliate thereof;
(viii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any investment fund or other entity controlled or managed by the undersigned; or
(ix) as a distribution to any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (c)(i)-(ix) above, each donee, distributee or transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that prior to such transfer, such transfer shall not involve a disposition for value and no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer;
(d) the establishment or modification of any contract, instruction or trading plan intended to comply with Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that (other than a filing on a Form 5 made after i) such plan does not provide for the expiration transfer of Securities during the Lock-Up Period). A , (ii) the establishment of such plan shall not be voluntarily publicly announced or filed under the Exchange Act and (iii) to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding the establishment or modification of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-Up Period;
(ie) made by the undersigned transfer of Securities or any security convertible into or exercisable or exchangeable for Securities to the Company, pursuant to agreements or rights in existence on the Public Offering Date under which the Company in has the option to repurchase such shares or a transaction exempt from Section 16(b) right of the Exchange Act solely first refusal with respect to transfers of such shares or in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members termination of the undersigned’s immediate family employment with the Company;
(f) the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities that occurs by any order or settlement resulting from any legal proceeding;
(Cg) affiliates the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities pursuant to a bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of the undersignedSecurities involving a change of control of the Company; (iii) provided that in the case of a natural personevent that the tender offer, upon deathmerger, amalgamation, consolidation or other such transaction is not completed, the Securities owned by will or intestate succession to a member of the immediate family of the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement; or
(h) the exercise of any right with respect to, or to the taking of any other action in preparation for, a trust, registration by the beneficiary Company of which is exclusively the undersigned Securities or a member any securities convertible into or exercisable or exchangeable for Securities; provided that no transfer of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution Securities proposed to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) be registered pursuant to a qualified domestic order or in connection with a divorce settlement may the exercise of such rights under this clause (h) shall occur, and no registration statement shall be madefiled, provided, in during the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingLock-Up Period.
Appears in 2 contracts
Sources: Underwriting Agreement (AC Immune SA), Underwriting Agreement (AC Immune SA)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascularMyoKardia, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CREDIT SUISSE SECURITIES (USA) LLC, ▇▇▇▇▇ AND COMPANY, LLC, As Representatives of the Several Underwriters c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ LLC c/▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ c/o Cowen and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended to result in the establishment of a public market for shares of the common stock, par value $0.0001 per share (the “Securities”) ), of NeuroSigmaMyoKardia, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in starting on the following paragraph date hereof and ending on, but including, the 180th day after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇Credit Suisse Securities (USA) LLC and ▇▇▇▇▇ and Company, LLC (together, the “RepresentativeRepresentatives”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make other than:
(A) any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the Offering or in the open market will not be subject to this Lock-Up Agreement market, provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”), or other public announcements shall be required or voluntarily made by or on behalf of the undersigned during the Lock-Up Period with respect to subsequent sales of such Securities acquired by the undersigned in the Offering or in the open market;
(B) (i) the exercise with cash of stock options granted pursuant to the Company’s currently existing equity incentive plans, provided that such restriction shall apply to any Securities or otherwise other securities issued to the undersigned upon such cash exercise and provided further that no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period, or (ii) the “cashless” exercise of stock options (the term “cashless” exercise being intended to include the surrender of a portion of the option shares or previously owned shares to the Company to cover payment of the exercise price), for the purposes of exercising such stock options solely in the case of termination of employment or board service following death, disability or other than for cause (including any such transfer in respect of tax liabilities arising from such exercise) if such options would otherwise expire;
(C) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act for the transfer of shares of Securities, provided that (i) no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and (ii) no filing under the Exchange Act or other public announcements shall be required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such Plan during the Lock-Up Period;
(D) (i) transfers of Securities as a bona fide gift or gifts not involving a disposition for value or for bona fide estate planning purposes, (ii) as a bona fide gift to a charity or educational institution, (iii) transfer to a member or members of the undersigned’s family or to a trust, the direct or indirect beneficiaries of which are the undersigned and/or a member or members of his or her family, (iv) by testate succession or intestate distribution, (v) if the undersigned is a trust, to any beneficiary of the undersigned or to the estate of any such beneficiary, (vi) distributions not involving a disposition for value of Securities or other securities to members, partners or stockholders of, or owner of a similar equity interest in, the undersigned or to any corporation, partnership or other person or entity that is a direct or indirect affiliate of the undersigned, or (vii) transfers of Securities or any security convertible into or exchangeable for Securities that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that, each donee, distributee or transferee, as the case may be, shall execute and deliver to the Representatives a letter in the form of this Lock-Up Agreement, and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A ; or
(E) the transfer of the undersigned’s Securities (i) made by the undersigned or other securities to the Company pursuant to any contractual arrangement in a transaction exempt from Section 16(b) effect on the date of this Lock-Up Agreement that provides for the repurchase of the Exchange Act solely undersigned’s Securities or such other securities by the Company or in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members termination of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company employment or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection service relationship with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingCompany.
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.Units: $25.00
2. [list other information]] NSVascularNumber of Offered Units: 24,000,000 CVR Refining, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇LP ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsCredit Suisse Securities (USA) LLC Citigroup Global Markets Inc. c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), among CVR Refining, LP (the “Partnership”), CVR Refining GP, LLC, CVR Refining Holdings, LLC, Coffeyville Resources, LLC and the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share units representing limited partner interests in the Partnership (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities (including any Securities acquired after the date hereof) or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the SecuritiesSecurities that would require the Partnership to file a registration statement during the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise ; provided, however, that if (1) during the last 17 days of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this initial Lock-Up AgreementPeriod, the Partnership releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 announcement of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any Securities acquired by the The undersigned agrees that, prior to engaging in the open market will not be any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the initial Lock-Up Period). A transfer of Securities (i) made by the undersigned , it will give notice thereof to the Company in a Partnership and will not consummate such transaction exempt or take any such action unless it has received written confirmation from Section 16(b) of the Exchange Act solely in connection with Partnership that the payment of taxes due in connection with any exercise or vesting of Securities; Lock-Up Period (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) may have been extended pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iiiprevious paragraph) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writinghas expired.
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascularHealth Plan Intermediaries Holdings, LLC Health Insurance Innovations, Inc. NeuroSigmaDelaware Insurance Center for Excellence, LLC Health Plan Intermediaries Holdings, LLC Delaware Health Insurance Innovations, Inc. [Date] NeuroSigmaHealth Insurance Innovations, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC as and Citigroup Global Markets Inc., the lead book-running manager managers in the Company’s recent public sale of [—] shares of Class A common stock, is are [waiving] [releasingwaiving][releasing] a lock-up restriction with respect to [—] shares of the Company’s Class A common stock held by [certain officers or directors] [an directors][an officer or director] of the Company. The [waiver] [releasewaiver][release] will take effect on [—], 2014201[—], and the shares may be sold on or after such date. NeuroSigmaHealth Insurance Innovations, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ . ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc., As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Dear SirsLadies and Gentlemen: As an inducement to the Underwriters underwriters (the “Underwriters”) to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of the Class A common stock, par value $0.0001 per share to be determined (the “Securities”) ), of NeuroSigmaHealth Insurance Innovations, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Citigroup Global Markets Inc. (together with Credit Suisse, the “RepresentativeRepresentatives”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares of the Securities the undersigned may purchase in the offering. The Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of optionsThe undersigned agrees that, warrants prior to engaging in any transaction or taking any other convertible or exchangeable securities granted action that is subject to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned , it will give notice thereof to the Company in a and will not consummate such transaction exempt or take any such action unless it has received written confirmation from Section 16(bthe Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Notwithstanding the foregoing and subject to the conditions below, the undersigned may transfer the Securities, Class B common stock of the Exchange Act solely in connection with Company or units or membership interests of Health Plan Intermediaries Holdings, LLC (together, the payment of taxes due in connection with any exercise or vesting of “Lock-Up Securities; ”):
(ii1) as a bona fide gift or gifts, sale, transfer gifts by will or other disposition, in each case intestacy;
(2) to (A) a member of the immediate family of the undersigned, (B) a any trust, partnership or limited liability company for the beneficiary direct or indirect benefit of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust(for the purposes of this Lock-Up Agreement, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s “immediate family; (iv) if the undersigned is a corporation” shall mean any relationship by blood, partnershipmarriage or adoption, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (inot more remote than first cousin), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing;
Appears in 1 contract
Sources: Underwriting Agreement (Health Insurance Innovations, Inc.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascularXencor, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ , ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Leerink Partners LLC c/▇ ▇▇▇▇▇▇▇▇▇ As Representative of the Several Underwriters, c/o Leerink Partners LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made (the “Offering”) that is intended to result in the establishment of a public an orderly market for shares of the common stock, par value $0.0001 0.01 per share (the “Securities”) ), of NeuroSigmaXencor, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Leerink Partners LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned or upon conversion of convertible securities held by the undersigned will also be subject to this Lock-Up Agreement. Any Securities or other securities of the Company acquired by the undersigned in the open market (other than Securities acquired in the Offering referred to below) will not be subject to this Lock-Up Agreement provided that Agreement; provided, however, that, with respect to any sale or other disposition during the Lock-Up Period of such securities acquired in the open market, no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer sale or disposition (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer Notwithstanding anything herein to the contrary, the restrictions contained in this Lock-Up Agreement shall not apply to any of Securities the following: (i) made by the undersigned to transfers of Securities or other securities of the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer (ii) transfers of Securities or other dispositionsecurities of the Company to an immediate family member or a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, in each case provided that the transfer shall not involve a disposition for value, (iii) transfers of Securities or other securities of the Company by will, other testamentary document or intestate succession to (A) the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporationtrust, partnership, limited liability company transfers or dispositions of Securities or other business entity, securities of the Company as part of a distribution to its stockholdersthe beneficiaries thereof, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) if the undersigned is an individual, the transfer of Securities or other securities of the Company solely by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement may settlement, (vi) transfers or distributions of Securities or other securities of the Company to members, limited partners, stockholders or affiliates of, or any investment fund or other entity that controls or manages, the undersigned, provided that the transfer or distribution shall not involve a disposition for value, (vii) transfers of Securities or other securities of the Company to the Company either (a) pursuant to any contractual arrangement in effect on the date of this Lock-Up Agreement that provides for the repurchase of the undersigned’s Securities or such other securities by the Company or (b) in connection with the termination of the undersigned’s employment with the Company, (viii) transfers or distributions in connection with a merger or sale of all or substantially all of the Company, regardless of how such a transaction is structured (it being further understood that this Lock-Up Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender Securities or other securities of the Company in, any such transaction or taking any other action in connection with any such transaction), or (ix) the entering into by the undersigned of a written trading plan pursuant to Rule 10b5-1 of the Exchange Act (a “Plan”) during the Lock-Up Period, provided that no sales of the undersigned’s Securities shall be mademade pursuant to such Plan prior to the expiration of the Lock-Up Period; provided further that, provided, in the case of with respect to clauses (i), (ii), (iii), (iv), (v) and (iv) abovevi), each holder, donee, trustee, transferee or distributee or transferee, as the case may be, agrees to be bound in writingwriting by the terms of this Lock-Up Agreement, and, with respect to clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (ix), no filing or public announcement by any party (donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer, conversion, exercise or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any Securities, including any issuer-directed Securities, the undersigned or his or her affiliates may purchase in the Offering. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if (i) the Public Offering Date shall not have occurred on or before April 15, 2015 (provided that the Company may by written notice to the undersigned prior to April 15, 2015, extend such date for a period of up to an additional three months), (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder or (iii) the Company notifies the Representative in writing that it does not intend to proceed with the Offering. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours,
Appears in 1 contract
Sources: Underwriting Agreement (Xencor Inc)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
. 2. [list other information●]] NSVascular, Inc. NeuroSigma, Inc. [DateTo come] NeuroSigma, Inc. (the “Company”) announced today that AC Immune SA EPFL ▇▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CREDIT SUISSE SECURITIES (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LEERINK PARTNERS LLC ▇▇▇ as Representatives of the Several Underwriters c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇ Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made that is intended to result in the establishment of a public market in the United States for shares of common stockshares, par nominal value $0.0001 CHF 0.02 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationAC Immune SA, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date filing of this Lock-Up Agreement a preliminary prospectus by the Company which contains a bona fide price range and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement). Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to:
(a) transactions relating to Securities or other securities acquired by the undersigned in the Public Offering or in open market transactions;
(i) the exercise of stock options or other similar awards granted pursuant to the Company’s equity incentive plans or the vesting or settlement of awards granted pursuant to the Company’s equity incentive plans (including the delivery and receipt of Securities, other awards or any securities convertible into or exercisable or exchangeable for Securities in connection with such vesting or settlement); provided that, in the case of this clause (i), the foregoing restrictions shall apply to any of the undersigned’s Securities issued upon such exercise, vesting or settlement; or (ii) the transfer of Securities or any securities convertible into or exercisable or exchangeable for Securities from the undersigned to the Company (or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise of options to purchase Securities by the undersigned, in each case on a “cashless” or “net exercise” basis, or to cover income or withholding and other tax obligations of the undersigned in connection with such vesting or exercise in 2015 and 2016 of options for Securities of the Company, whether by means of a “net settlement” or otherwise;
(c) transfers of Securities or any security convertible into or exercisable or exchangeable for Securities:
(i) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, or pursuant to a will not or other testamentary document;
(ii) if the undersigned is a natural person, to a member of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin, and shall include any former spouse);
(iii) if the undersigned is a natural person, to any trust or other like entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(iv) if the undersigned is a natural person, by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement;
(v) if the undersigned is a natural person, to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity;
(vi) if the undersigned is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of the undersigned or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned;
(vii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any affiliate thereof;
(viii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any investment fund or other entity controlled or managed by the undersigned; or
(ix) as a distribution to any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (c)(i)-(ix) above, each donee, distributee or transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that prior to such transfer, such transfer shall not involve a disposition for value and no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer;
(d) the establishment or modification of any contract, instruction or trading plan intended to comply with Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that (other than a filing on a Form 5 made after i) such plan does not provide for the expiration transfer of Securities during the Lock-Up Period). A , (ii) the establishment of such plan shall not be voluntarily publicly announced or filed under the Exchange Act and (iii) to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding the establishment or modification of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-Up Period;
(ie) made by the undersigned transfer of Securities or any security convertible into or exercisable or exchangeable for Securities to the Company, pursuant to agreements or rights in existence on the Public Offering Date under which the Company in has the option to repurchase such shares or a transaction exempt from Section 16(b) right of the Exchange Act solely first refusal with respect to transfers of such shares or in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members termination of the undersigned’s immediate family employment with the Company;
(f) the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities that occurs by any order or settlement resulting from any legal proceeding;
(Cg) affiliates the transfer of Securities or any security convertible into or exercisable or exchangeable for Securities pursuant to a bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of the undersignedSecurities involving a change of control of the Company; (iii) provided that in the case of a natural personevent that the tender offer, upon deathmerger, amalgamation, consolidation or other such transaction is not completed, the Securities owned by will or intestate succession to a member of the immediate family of the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement; or
(h) the exercise of any right with respect to, or to the taking of any other action in preparation for, a trust, registration by the beneficiary Company of which is exclusively the undersigned Securities or a member any securities convertible into or exercisable or exchangeable for Securities; provided that no transfer of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution Securities proposed to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) be registered pursuant to a qualified domestic order or in connection with a divorce settlement may the exercise of such rights under this clause (h) shall occur, and no registration statement shall be madefiled, provided, in during the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingLock-Up Period.
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear Sirs: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an a public offering will be made that is intended to result in for the establishment of a public market for shares of common stock, $0.001 par value $0.0001 per share (the “Securities”) of NeuroSigmaRevance Therapeutics, Inc., a Delaware corporation, Inc. and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇ and Company, LLC (“Cowen”) and ▇▇▇▇▇ LLC ▇▇▇▇▇▇▇ & Co. (together with Cowen, the “RepresentativeRepresentatives”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding the foregoing, the undersigned may transfer Securities (a) to a family member or to any trust for the direct or indirect benefit of a family member, (b) as a bona fide gift or gifts, (c) by will or under the laws of descent, (d) to affiliates (within the meaning set forth in Rule 405 as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended), limited partners, general partners, limited liability company members or stockholders of the undersigned to the extent that the undersigned is a partnership, limited liability company or corporation, or (e) in connection with a sale of any of the undersigned’s Securities acquired in open market transactions after the Public Offering Date; provided that, in the case of (a), (b), (c) and (d), the transferee agrees to be bound in writing by the undersigned in the open market will not be subject to terms of this Lock-Up Agreement prior to such transfer and such transfer shall not involve a disposition for value; and provided that further that, in the case of (a), (b), (c), (d) and (e), no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. Nothing in this Lock-Up Agreement shall preclude (ia) the sale of Securities to the Representatives or other underwriters named in the Underwriting Agreement pursuant to the Underwriting Agreement or (b) the establishment of a new Rule 10b5-1 trading plan, provided that no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period and, provided further that no sales are made during the Lock-Up Period pursuant to that new plan. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if (a) the Company notifies the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the proposed public offering of the Securities, (b) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder or (c) the Public Offering Date shall not have occurred on or before March 31, 2016. No provision of this Lock-Up Agreement shall modify or waive any provision of any other lock-up agreement entered into by the undersigned relating to the Company in a transaction exempt from Section 16(b) of Securities, including any lock-up agreement entered into by the Exchange Act solely undersigned in connection with the payment of taxes due Company’s initial public offering. This agreement shall be governed by, and construed in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or giftsaccordance with, sale, transfer or other disposition, in each case to (A) a member the laws of the immediate family State of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingNew York.
Appears in 1 contract
Sources: Underwriting Agreement (Revance Therapeutics, Inc.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that •]2 1 NTD: To be confirmed. 2 NTD: To be confirmed. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ “▇▇▇▇” ▇▇▇▇ ▇▇ Shi ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. “▇▇▇” ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Independence Energy Aggregator L.P. PT Independence Energy Holdings LLC Form of Opinion and 10b-5 Statement of Counsel to the Company Form of Lock-Up Agreement [Insert date] Crescent Energy Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 7200 Houston, Texas 77002 Credit Suisse Securities (USA) LLC KKR Capital Markets LLC ▇▇▇▇▇ Fargo Securities, LLC c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇, ▇▇-▇▇▇▇ c/o KKR Capital Markets LLC ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ New York, NY 10010 c/o Wells Fargo Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsLadies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended of Class A Common Stock and in consideration thereof, with respect to result in the establishment Class A Common Stock, Class B Common Stock or any securities convertible into or exchangeable for any of a public market for shares of common stockits Class A Common Stock or Class B Common Stock (collectively, par value $0.0001 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationCrescent Energy Company, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge pledge, lend or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge pledge, loan or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities. Notwithstanding the foregoing, nothing shall prohibit the filing of a demand registration statement by the Company pursuant to the demand rights under the Registration Rights Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; provided that no Securities shall be sold or any security convertible into or exercisable or exchangeable for transferred during the SecuritiesLock-Up Period. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Underwriting Agreement. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any These restrictions shall not apply to (a) (I) the transactions contemplated by the Underwriting Agreement and (II) the units representing economic limited liability company interests in Crescent Energy OpCo LLC and shares of Class B Common Stock of the Company expected to be purchased by the Company substantially concurrently with the closing of the Offering, in such number and as described in the Underwriting Agreement, including the Optional Securities, (b) any transactions relating to Securities acquired by the undersigned in the open market will not be subject after the closing of the Offering; provided that, with respect to this Lock-Up Agreement provided that any sale or other disposition of such Securities, no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the ““ Exchange Act ”) (other than on Form 5) or other public announcement shall be required or shall be voluntarily made by any party in connection with subsequent sales of such Securities acquired in such open market transactions during the Lock-Up Period, (c) any exercise of options or vesting or exercise of any other equity-based award, in each case, outstanding on the Public Offering Date pursuant to the Company’s equity incentive plan or any other plan or agreement in effect as of and described in the Registration Statement, the General Disclosure Package and the Final Prospectus and the withholding of Securities by the Company for the payment of taxes due upon such exercise or vesting; provided that any Securities received upon such exercise or vesting will also be subject to this Lock-Up Agreement, (d) transfers as a bona fide gift or gifts, (e) transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or his or her family members, (f) transfers by testate or intestate succession, (g) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or other final order of a court or regulatory agency, (h) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (I) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (II) as part of a distribution to members or shareholders of the undersigned; provided that in each transfer pursuant to the foregoing clauses (d)-(h), the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5); provided further that, with respect to clause (h), if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of the Securities in connection with such transfer or distribution shall be legally required during the Lock-up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, (i) (I) the establishment of any written contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act or (II) sales pursuant to any Rule 10b5-1 plan currently in effect on the date hereof; provided, however, that with respect to clause (I), no sales or transfers of Securities shall be made pursuant to such a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); and provided further, that with respect to clauses (I) and (II), no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan and, with respect to clause (I), no party is required to publicly announce, file, or report the establishment of such Rule 10b5-1 Plan in any public report, announcement, or filing with the Securities and Exchange Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public report, announcement, or filing regarding such Rule 10b5-1 Plan, [or] (j) a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Securities and approved by the board of directors of the Company, and the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 50% of total voting power of the voting stock of the Company or the surviving entity (a “Change of Control Transaction”); provided that in the event that the Change of Control Transaction is not completed, the undersigned’s shares shall remain subject to the provisions of this Lock-Up Agreement [or (k) the pledge, hypothecation or other granting of a security interest in shares of the Securities or securities convertible into or exchangeable for the Securities to one or more lending institutions as collateral or security for any loan, advance or extension of credit; provided that the undersigned shall provide the Representative with prior written notice informing it of any public filing, report or announcement with respect to such pledge, hypothecation or other grant of a security interest; and provided further that no transfer upon foreclosure upon such Securities to such lending institution shall be made during the Lock-Up Period].3 A transfer of Securities to a family member or trust may be made; provided that the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer For purposes of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its whollythis Lock-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingUp
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.Units: $26.07
2. [list other information]] NSVascularNumber of Offered Units: 6,500,000 CVR Refining, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇LP ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsCredit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), among CVR Refining, LP (the “Partnership”), CVR Refining GP, LLC, CVR Refining Holdings, LLC and the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result of common units representing limited partner interests in the establishment of a public market for shares of common stock, par value $0.0001 per share Partnership (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities (including any Securities acquired after the date hereof) or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the SecuritiesSecurities that would require the Partnership to file a registration statement during the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise ; provided, however, that if (1) during the last 17 days of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this initial Lock-Up AgreementPeriod, the Partnership releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 announcement of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any Securities acquired by the The undersigned agrees that, prior to engaging in the open market will not be any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the initial Lock-Up Period), it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. A Notwithstanding the foregoing, (1) the undersigned may transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, saleprovided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, transfer (ii) as a distribution to members, limited partners or stockholders of the undersigned, provided that the members, limited partners or stockholders, as the case may be, agree to be bound in writing by the restrictions set forth herein, (iii) to the undersigned’s affiliates or to any investment fund or other dispositionentity controlled or managed by the undersigned, provided that the affiliates or investment funds or other entities controlled or managed by the undersigned, as the case may be, agree to be bound in each case writing by the restrictions set forth herein, or (iv) to (A) a member members of his or her immediate family, or to any trust for the direct or indirect benefit of the undersigned or one or more members of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s provided that such immediate family members (or (C) affiliates of the undersigned; (iii) trustee in the case of a natural persontrust) agree to be bound in writing by the restrictions set forth herein, upon deathand provided further that any such transfer pursuant to sub-clauses (i), by will (ii), (iii) or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if above shall not involve a disposition for value; (2) the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiariesmay sell Securities purchased in the open market following the initial public offering described herein; or (v3) the undersigned may transfer Securities with the prior written consent of Credit Suisse; provided, however, that it shall be a condition to transfers made pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of clauses (i), (ii), (iii) and (iv) aboveof the foregoing clause (1) that no public reports, each holder, donee, trustee, distributee or transfereeincluding but not limited to reports pursuant to Rule 144 of the Securities Act of 1933, as amended, or pursuant to Section 16 of the case may beSecurities Exchange Act of 1934, agrees as amended, are required to be bound filed by the undersigned during the Lock-Up Period (as such may have been extended pursuant to the terms of this Lock-Up Agreement) and no such reports are voluntarily filed by the undersigned during the Lock-Up Period (as such may have been extended pursuant to the terms of this Lock-Up Agreement) in writingconnection with such transfer or distribution (other than (i) a filing under Section 16(a) of the Securities Exchange Act of 1934 which reports solely one or more acquisitions of the Partnership’s securities or (ii) a filing on Form 5 made after the expiration of the restricted period described in the foregoing paragraphs). For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer Securities to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such Securities subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such Securities except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. In furtherance of the foregoing, the Partnership and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the general partner of the Partnership, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before August 31, 2014. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, ___________________________________ [Name of unitholder] 1. CVR Refining GP, LLC 2. CVR Refining Holdings, LLC 3. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to at which investors purchased the public of the Offered Securitiesshares.
2. [list other information]] NSVascularThe Selling Stockholder is selling 34,000,000 Securities and Credit Suisse may purchase 5,000,000 Optional Securities. ▇▇▇▇▇▇ Worldwide, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇ ▇. ▇▇▇▇▇▇▇ St., Suite 1000 Chicago, IL 60661 Credit Suisse Securities (USA) LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇ Dear Sirs: As an inducement to the Underwriters Credit Suisse Securities (USA) LLC (“Credit Suisse”) to execute the Underwriting Agreement underwriting agreement to be entered into among Orbitz Worldwide, Inc. (the “Company”), Credit Suisse and a stockholder of the Company (the “Underwriting Agreement”), pursuant to which an offering such stockholder will be made that is intended offer to result in the establishment of a public market for shares of sell common stock, par value $0.0001 per share stock (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, the Company (the “CompanyOffering”), the undersigned I hereby agrees that agree that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned I will not not:
(i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, ;
(ii) enter into a transaction which that would have the same effect, or effect as any transaction set forth in clause (i) above; or
(iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, ; without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC (the “Representative”)Credit Suisse. In addition, the undersigned agrees I agree that, without the prior written consent of the RepresentativeCredit Suisse, it I will not, during the Lock-Up Period, make any demand for for, or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The initial Lock-Up Period will commence on the date of this letter agreement (the “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any I agree that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, I will give notice thereof to the Company and will not consummate such transaction or take any such action unless I have received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. For the avoidance of doubt, any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned me will also be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to The restrictions of this Lock-Up Agreement shall not apply to:
(i) any Securities acquired by me in the open market;
(ii) transfers of Securities as a bona fide gift or gifts;
(iii) transfers by will, other testamentary document or intestate succession; provided that no filing or other any public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A ;
(iv) any transfer of Securities to a family member or partner (iif a partnership) made or member (if a limited liability company) or to any trust, partnership, corporation or other entity formed for the direct or indirect benefit of me or my family member; provided, in the case of clause (ii) and this clause (iv), the transferee agrees to be bound in writing by the undersigned terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or any public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period);
(v) sales pursuant to trading plans under Rule 10b5-1 of the Exchange Act existing on the date hereof (and any exercise of previously-awarded options or vesting and settlement of previously-awarded restricted stock units or performance-based restricted stock units in connection therewith); provided that if I report any such sale on a Form 4 under Section 16(a) of the Exchange Act, I shall cause such Form 4 to include a statement that such sale (and any exercise of previously-awarded options or vesting and settlement of previously-awarded restricted stock units or performance-based restricted stock units in connection therewith) was effected pursuant to a Rule 10b5-1 trading plan;
(vi) the establishment of any new trading plan pursuant to Rule 10b5-1 under the Exchange Act relating to sales by me of Securities, if then permitted by the Company; provided that the Securities subject to such plan may not be sold until after the expiration of the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made during the Lock-Up Period; provided, however, that, if I am a director, sales may be made during the Lock-Up Period pursuant to such a plan but only to the Company extent necessary to cover my tax withholding obligations in connection with the vesting of deferred restricted stock units; and, provided further that no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such sale (other than any filing on Form 4 under Section 16(a) of the Exchange Act so long as such filing includes a footnote or other disclosure that expressly states that such disposition is a sale to satisfy tax withholding obligations in connection with the vesting of previously-awarded deferred restricted stock units); or
(a) the vesting and settlement of restricted stock units or performance-based restricted stock units, (b) the exercise, in accordance with their terms, of options outstanding on the date hereof that would expire during the Lock-Up Period and (c) the transfer to the Company, in a transaction exempt from Section 16(b) of the Exchange Act, of any such securities on a “cashless” or “net exercise” basis or to cover my tax withholding obligations in connection with such vesting and settlement or exercise; provided that, in the case of clauses (a), (b) and (c), the securities received upon such vesting and settlement or exercise will also be subject to this Lock-Up Agreement and no filing by any party under the Exchange Act solely shall be required or shall be voluntarily made in connection with such vesting and settlement or exercise (other than any filing on Form 4 under Section 16(a) of the Exchange Act under transaction code “M” and/or “F” so long as such filing includes a footnote or other disclosure that expressly states that such disposition (x) in the case of an option exercise pursuant to clause (b), relates to the exercise of a stock option pursuant to an employee benefit plan that has been described in the General Disclosure Package (as defined in the Underwriting Agreement), that no Securities were sold by the reporting person and that any Securities received are subject to a lock-up agreement with Credit Suisse; and/or (y) in the case of clause (c), is a transfer to the Company in order to satisfy cashless exercise and/or tax withholding obligations in connection with the payment of taxes due in connection with any exercise or vesting of Securities; previously-awarded restricted stock units or performance-based restricted stock units or the exercise of previously-awarded options, as applicable). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. This Lock-Up Agreement shall be binding on me and my successors, heirs, personal representatives and assigns. This Lock-Up Agreement shall lapse and become null and void upon the earlier to occur, if any, of (i) October 15, 2014, if the Public Offering Date shall not have occurred on or before such date, (ii) the termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the payment for and delivery of the Securities to be sold thereunder or (iii) the date the Company notifies Credit Suisse in writing that it does not intend to proceed with the Offering; provided that such notice is delivered prior to the Company’s execution of the Underwriting Agreement. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. [Remainder of this page intentionally left blank] Very truly yours, ▇▇▇▇▇▇ Worldwide, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇ St., Suite 1000 Chicago, IL 60661 Credit Suisse Securities (USA) LLC c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Dear Sirs: As an inducement to Credit Suisse Securities (USA) LLC (“Credit Suisse”) to execute the underwriting agreement to be entered into among Orbitz Worldwide, Inc. (the “Company”), Credit Suisse and the undersigned stockholder of the Company (the “Underwriting Agreement”), pursuant to which such stockholder will offer to sell common stock (the “Securities”) of the Company (the “Offering”), the undersigned hereby agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not:
(i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities;
(ii) enter into a transaction that would have the same effect as any transaction set forth in clause (i) above; or
(iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement; without, in each case, the prior written consent of Credit Suisse. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse, it will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The initial Lock-Up Period will commence on the date of this letter agreement (the “Lock-Up Agreement”) and continue until and include the date that is 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. For the avoidance of doubt, any Securities received upon exercise of options granted to the undersigned will also be subject to this Lock-Up Agreement. The restrictions of this Lock-Up Agreement shall not apply to:
(i) any Securities acquired by the undersigned in the open market;
(ii) transfers of Securities as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; ;
(iii) in the case of a natural persontransfers by will, upon death, by will other testamentary document or intestate succession to succession; provided that no filing or any public announcement by any party under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a member filing on a Form 5 made after the expiration of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; Lock-Up Period);
(iv) if transfers to the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, stockholders or to any wholly owned subsidiaries of its wholly-owned subsidiariesthe undersigned; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of clause (iii) and this clause (iv), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, transferee agrees to be bound in writingwriting by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or any public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period);
(v) transfers of Securities pursuant to the Travelport 2013 Long-Term Management Incentive Plan or any other equity plan of the undersigned, its subsidiaries or its direct or indirect parent companies in effect on the date hereof; provided that, if any such transfer is reported on a Form 4 under Section 16(a) of the Exchange Act, the undersigned shall cause such Form 4 to include a statement that (a) such transfer relates to the disposition of Securities in connection with the Travelport 2013 Long-Term Management Incentive Plan or such other equity plan and (b) no Securities were sold on the open market;
(vi) any Securities to be sold by the undersigned to Credit Suisse pursuant to the Underwriting Agreement;
(vii) any transfer of Securities by the undersigned pursuant to a bona fide third-party tender offer; provided that such offer is made to all holders of the Securities and is for all of the Securities and, in the event that such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement and title to such Securities shall remain with the undersigned;
(viii) any transfer of substantially all of the Securities owned by the undersigned pursuant to a merger, consolidation or other similar transaction involving a change of control of the Company; provided that in the event that such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement and title to such Securities shall remain with the undersigned; or
(ix) any offer, sale, contract to sell, pledge or other disposition of the Securities, directly or indirectly, so long as such transaction is not underwritten and the distributee or transferee enters into, with the undersigned, a similar lock-up agreement to this Lock-Up Agreement
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”i) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, assign, transfer, pledge, contract to sell, pledge or otherwise dispose of, directly or indirectlyannounce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (the “Exchange Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable or exercisable for any Securitiesin Common Stock, enter into a transaction which would have the same effect, or (ii) enter into any swap, hedge or other similar agreement or arrangement that transfers, transfers in whole or in part, any of the economic consequences risk of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities Beneficially Owned Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC (the “Representative”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security securities convertible into or exercisable or exchangeable for in Common Stock, whether now owned or hereafter acquired by the Securitiesundersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant Notwithstanding anything herein to the Underwriting Agreement. Any Securities received upon exercise of optionscontrary, warrants Beneficially Owned Shares or other securities convertible into or exercisable or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities in Common Stock acquired by the undersigned in the open market after the date of the Underwriting Agreement are not and will not be subject to this Lock-Up Agreement the restrictions set forth in clauses (i), (ii) and (iii) above, provided that no filing by the undersigned under the Exchange Act, or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be made voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of during the Lock-Up Period). A Period in connection with a sale, disposition or other transfer of Securities such Beneficially Owned Shares or other securities. In addition, the restrictions set forth in clauses (i), (ii) and (iii) above shall not apply to:
(1) if the undersigned is a natural person, any transfers made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (iia) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a any member of the immediate family (as defined below) of the undersigned, (B) undersigned or to a trust, trust the beneficiary beneficiaries of which is are exclusively the undersigned or a member or members of the undersigned’s immediate family or family, (Cb) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of upon the immediate family death of the undersigned or (c) as a bona fide gift to a trust, the beneficiary of which is exclusively the undersigned charity or a member of the undersigned’s immediate family; educational institution;
(iv2) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part any transfers to any shareholder, partner or member of, or owner of a distribution to its stockholderssimilar equity interest in, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transfereeundersigned, as the case may be, agrees if, in any such case, such transfer is not for value;
(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;
(4) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) for the transfer of shares of Common Stock; provided that such plan does not provide for the transfer of Common Stock during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or made voluntarily by or on behalf of the undersigned or the Company;
(5) the sale and transfer of shares of Common Stock by the undersigned to the Underwriters in the Public Offering pursuant to the terms of the Underwriting Agreement;
(6) any transfer of shares of Common Stock or any security convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise; provided that any shares of Common Stock or other securities received upon such vesting event or exercise shall remain subject to the terms of this agreement;
(7) any transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the terms of this agreement; and
(8) sales or transfers of Common Stock made pursuant to a trading plan pursuant to Rule 10b5-1 that has been entered into by the undersigned prior to the date of this letter agreement (including, without limitation, sales or transfers of Common Stock issued upon the exercise of options or warrants to purchase the Company’s securities, whether on a cash, cashless or net exercise basis pursuant to the sales instructions in the trading plan), provided, that (a) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales or transfers, such announcement or filing shall include a statement to the effect that the sale or transfer was made pursuant to a trading plan pursuant to Rule 10b5-1 and (b) to the extent any shares of Common Stock are issued upon exercise, settlement, exchange or conversion in connection with such sales or transfers and not sold under the trading plan, such shares shall continue to be bound in writingsubject to the terms of this letter agreement.
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public public: $[•] List of the Offered Securities.
2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigmaLock-up Parties ▇▇▇▇▇▇ Pharmaceuticals, Inc. (the “Company”) announced today that Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇▇▇ LLC as LLC, lead book-running manager managers in the Company’s recent public sale of shares of common stock, is are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 201420 , and the shares may be sold on or after such date. NeuroSigmaThis press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, Inc. and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Form of Lock-Up Agreement Lock-Up Agreement ▇▇▇▇▇▇ Pharmaceuticals, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇ and Company, LLC As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ c/o Cowen and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsLadies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Offering”) will be made that is intended to result in the establishment of a public market for shares of the common stock, par value $0.0001 0.001 per share (the “Securities”) ), of NeuroSigma▇▇▇▇▇▇ Pharmaceuticals, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities (collectively with the Securities, “Locked Up Securities”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇▇▇▇▇▇▇▇▇ LLC (the “RepresentativeJefferies”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse and Jefferies, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date set forth on the cover of this Lock-Up Agreement the preliminary prospectus used in connection with the road show relating to the Offering and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to:
(a) Any Locked Up Securities acquired by the undersigned (i) in the Offering or (ii) in the open market will not market;
(i) A transfer of Locked Up Securities to a family member or trust and (ii) bona fide gifts of Locked Up Securities to charities or educational institutions; provided that the transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with prior to such transfer and such transfer shall not involve a disposition for value;
(other than a filing on a Form 5 made after c) the expiration exercise of stock options granted pursuant to an employee benefit plan disclosed in the Lock-final prospectus used for the Offering; provided, that the restrictions shall apply to any Locked Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any issued upon such exercise or vesting of Securities; conversion;
(ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (ivd) if the undersigned is a corporation, partnership, limited liability company company, trust or other business entity, the undersigned may transfer Locked Up Securities (i) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned (including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partners or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company as the undersigned or who shares a common investment advisor with the undersigned) or (ii) as part of a distribution without consideration by the undersigned to its stockholders, general or limited partners, membersmembers or other equity holders; provided that in the case of any transfer contemplated in (i) or (ii) above, it shall be a condition to the transfer that (w) each transferee executes an agreement stating that the transferee is receiving and holding such Locked Up Securities subject to the provisions of this Lock-Up Agreement, (x) there shall be no further transfer of such Locked Up Securities except in accordance with this Lock-Up Agreement, (y) such transfer shall not involve a disposition for value and (z) the undersigned notifies Credit Suisse and Jefferies at least two business days prior to the proposed transfer;
(e) transfers by will or intestate succession upon the death of the undersigned; provided that the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement;
(f) transfers from the undersigned to the Company (or the purchase and cancellation of Locked Up Securities by the Company) in connection with the “net” or “cashless” exercise or settlement of stock options, restricted stock units or other equity awards (including any transfer for the payment of taxes due as applicablea result of such vesting or exercise whether by means of a “net settlement” or otherwise) pursuant to an employee benefit plan disclosed in the final prospectus used for the Offering; provided that any such Locked Up Securities received upon such vesting or exercise shall be subject to the terms of this Lock-Up Agreement;
(g) transfers (i) following the commencement of a tender or exchange offer made to all holders of the Company’s capital stock involving a change of control of the Company or (ii) upon the consummation of a merger or sale of the Company or substantially all of the assets of the Company, regardless of how such a transaction is structured, it being further understood that this Lock-Up Agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender the undersigned’s Locked Up Securities or other securities of the Company in, any such transaction or taking any other action in connection with any such transaction;
(h) in connection with the conversion of the outstanding preferred stock of the Company into Securities; provided that any such shares received upon such conversion shall be subject to any the terms of its whollythis Lock-owned subsidiaries; or Up Agreement;
(vi) transfers by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement may be madesettlement, provided, in the case of (i), (ii), (iii) and (iv) above, provided that each holder, donee, trustee, distributee or transferee, as the case may be, such transferee agrees to be bound in writingwriting by the terms of this Lock-Up Agreement;
(j) transfers with the prior written consent of Credit Suisse and Jefferies;
(k) the establishment of any contract, instruction or plan (a “Rule 10b5-1 Plan”) that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that no sales of Locked Up Securities, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan; and
(l) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s shares of Securities; provided that no transfer of the undersigned’s shares of Securities registered pursuant to the exercise of any such right and no registration statement shall be filed under the Securities Act with respect to any of the undersigned’s shares of Securities during the Lock-Up Period;
Appears in 1 contract
Sources: Underwriting Agreement (Allena Pharmaceuticals, Inc.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.Units: $30.75
2. [list other information]] NSVascularNumber of Offered Units: 12,000,000 CVR Refining, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇LP ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsCredit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), among CVR Refining, LP (the “Partnership”), CVR Refining GP, LLC, CVR Refining Holdings, LLC, and the underwriters named therein (the “Underwriters”), pursuant to which an offering will be made that is intended to result of common units representing limited partner interests in the establishment of a public market for shares of common stock, par value $0.0001 per share Partnership (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities (including any Securities acquired after the date hereof) or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the SecuritiesSecurities that would require the Partnership to file a registration statement during the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 60 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise ; provided, however, that if (1) during the last 17 days of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this initial Lock-Up AgreementPeriod, the Partnership releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 announcement of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any Securities acquired by the The undersigned agrees that, prior to engaging in the open market will not be any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under during the Securities Exchange Act period from the date of 1934 (this Lock-Up Agreement to and including the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after 34th day following the expiration of the initial Lock-Up Period), it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. A Notwithstanding the foregoing, (1) the undersigned may transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer provided that the donee or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees donees thereof agree to be bound in writingwriting by the restrictions set forth herein, (ii) as a
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascularMay , 2014 Orbitz Worldwide, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇ ▇. ▇▇▇▇▇▇▇ St., Suite 1000 Chicago, IL 60661 Credit Suisse Securities (USA) LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co. LLC c/▇ ▇▇▇▇▇▇▇▇▇ c/o Credit Suisse Securities (USA) LLC ▇▇▇ Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇ Dear Sirs: As an inducement to the Underwriters (as defined in the Underwriting Agreement (as defined below)) to execute the Underwriting Agreement underwriting agreement to be entered into among Orbitz Worldwide, Inc. (the “Company”), the Underwriters and a stockholder of the Company (the “Underwriting Agreement”), pursuant to which an offering such stockholder will be made that is intended offer to result in the establishment of a public market for shares of sell common stock, par value $0.0001 per share stock (the “Securities”) of NeuroSigma, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, the Company (the “CompanyOffering”), the undersigned I hereby agrees that agree that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned I will not not:
(i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, ;
(ii) enter into a transaction which that would have the same effect, or effect as any transaction set forth in clause (i) above; or
(iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, ; without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees I agree that, without the prior written consent of the RepresentativeCredit Suisse, it I will not, during the Lock-Up Period, make any demand for for, or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The initial Lock-Up Period will commence on the date of this letter agreement (the “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. Any I agree that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. For the avoidance of doubt, any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned me will also be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to The restrictions of this Lock-Up Agreement shall not apply to:
(i) any Securities acquired by me in the open market;
(ii) transfers of Securities as a bona fide gift or gifts;
(iii) transfers by will, other testamentary document or intestate succession; provided that no filing or other any public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A ;
(iv) any transfer of Securities to a family member or partner (iif a partnership) made or member (if a limited liability company) or to any trust, partnership, corporation or other entity formed for the direct or indirect benefit of me or my family member; provided, in the case of clause (ii) and this clause (iv), the transferee agrees to be bound in writing by the undersigned terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or any public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period);
(v) sales pursuant to trading plans under Rule 10b5-1 of the Exchange Act existing on the date hereof (and any exercise of previously-awarded options or vesting and settlement of previously-awarded restricted stock units or performance-based restricted stock units in connection therewith); provided that if I report any such sale on a Form 4 under Section 16(a) of the Exchange Act, I shall cause such Form 4 to include a statement that such sale (and any exercise of previously-awarded options or vesting and settlement of previously-awarded restricted stock units or performance-based restricted stock units in connection therewith) was effected pursuant to a Rule 10b5-1 trading plan;
(vi) the establishment of any new trading plan pursuant to Rule 10b5-1 under the Exchange Act relating to sales by me of Securities, if then permitted by the Company; provided that the Securities subject to such plan may not be sold until after the expiration of the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made during the Lock-Up Period; provided, however, that, if I am a director, sales may be made during the Lock-Up Period pursuant to such a plan but only to the Company extent necessary to cover my tax withholding obligations in connection with the vesting of deferred restricted stock units; and, provided further that no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such sale (other than any filing on Form 4 under Section 16(a) of the Exchange Act so long as such filing includes a footnote or other disclosure that expressly states that such disposition is a sale to satisfy tax withholding obligations in connection with the vesting of previously-awarded deferred restricted stock units); or
(a) the vesting and settlement of restricted stock units or performance-based restricted stock units, (b) the exercise, in accordance with their terms, of options outstanding on the date hereof that would expire during the Lock-Up Period and (c) the transfer to the Company, in a transaction exempt from Section 16(b) of the Exchange Act, of any such securities on a “cashless” or “net exercise” basis or to cover my tax withholding obligations in connection with such vesting and settlement or exercise; provided that, in the case of clauses (a), (b) and (c), the securities received upon such vesting and settlement or exercise will also be subject to this Lock-Up Agreement and no filing by any party under the Exchange Act solely shall be required or shall be voluntarily made in connection with such vesting and settlement or exercise (other than any filing on Form 4 under Section 16(a) of the Exchange Act under transaction code “M” and/or “F” so long as such filing includes a footnote or other disclosure that expressly states that such disposition (x) in the case of an option exercise pursuant to clause (b), relates to the exercise of a stock option pursuant to an employee benefit plan that has been described in the General Disclosure Package (as defined in the Underwriting Agreement), that no Securities were sold by the reporting person and that any Securities received are subject to a lock-up agreement with the underwriters; and/or (y) in the case of clause (c), is a transfer to the Company in order to satisfy cashless exercise and/or tax withholding obligations in connection with the payment of taxes due in connection with any exercise or vesting of Securities; previously-awarded restricted stock units or performance-based restricted stock units or the exercise of previously-awarded options, as applicable). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. This Lock-Up Agreement shall be binding on me and my successors, heirs, personal representatives and assigns. This Lock-Up Agreement shall lapse and become null and void upon the earlier to occur, if any, of (i) August 15, 2014, if the Public Offering Date shall not have occurred on or before such date, (ii) the termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the payment for and delivery of the Securities to be sold thereunder or (iii) the date the Company notifies the Underwriters in writing that it does not intend to proceed with the Offering; provided that such notice is delivered prior to the Company’s execution of the Underwriting Agreement. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name of Director or Executive Officer] May , 2014 Orbitz Worldwide, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇ St., Suite 1000 Chicago, IL 60661 Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Dear Sirs: As an inducement to the Underwriters (as defined in the Underwriting Agreement (as defined below)) to execute the underwriting agreement to be entered into among Orbitz Worldwide, Inc. (the “Company”), the Underwriters and the undersigned stockholder of the Company (the “Underwriting Agreement”), pursuant to which such stockholder will offer to sell common stock (the “Securities”) of the Company (the “Offering”), the undersigned hereby agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not:
(i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities;
(ii) enter into a transaction that would have the same effect as any transaction set forth in clause (i) above; or
(iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement; without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”). In addition, the undersigned agrees that, without the prior written consent of Credit Suisse, it will not, during the Lock-Up Period, make any demand for, or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The initial Lock-Up Period will commence on the date of this letter agreement (the “Lock-Up Agreement”) and continue until and include the date that is 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. For the avoidance of doubt, any Securities received upon exercise of options granted to the undersigned will also be subject to this Lock-Up Agreement. The restrictions of this Lock-Up Agreement shall not apply to:
(i) any Securities acquired by the undersigned in the open market;
(ii) transfers of Securities as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; ;
(iii) in the case of a natural persontransfers by will, upon death, by will other testamentary document or intestate succession to succession; provided that no filing or any public announcement by any party under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a member filing on a Form 5 made after the expiration of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; Lock-Up Period);
(iv) if transfers to the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, stockholders or to any wholly owned subsidiaries of its wholly-owned subsidiariesthe undersigned; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of clause (iii) and this clause (iv), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, transferee agrees to be bound in writingwriting by the terms of this Lock-Up Agreement prior to such transfer, such transfer shall not involve a disposition for value and no filing or any public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period);
(v) transfers of Securities pursuant to the Travelport 2013 Long-Term Management Incentive Plan or any other equity plan of the undersigned, its subsidiaries or its direct or indirect parent companies in effect on the date hereof; provided that, if any such transfer is reported on a Form 4 under Section 16(a) of the Exchange Act, the undersigned shall cause such Form 4 to include a statement that (a) such transfer relates to the disposition of Securities in connection with the Travelport 2013 Long-Term Management Incentive Plan or such other equity plan and (b) no Securities were sold on the open market;
(vi) any Securities to be sold by the undersigned to the Underwriters pursuant to the Underwriting Agreement;
(vii) any transfer of Securities by the undersigned pursuant to a bona fide third-party tender offer; provided that such offer is made to all holders of the Securities and is for all of the Securities and, in the event that such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement and title to such Securities shall remain with the undersigned;
(viii) any transfer of substantially all of the Securities owned by the undersigned pursuant to a merger, consolidation or other similar transaction involving a change of control of the Company; provided that in the event that such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement and title to such Securities shall remain with the undersigned; or
(ix) any offer, sale, contract to sell, pledge or other disposition of the Securities, directly or indirectly, so long as such transaction is not unde
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to a. Number of Offered Shares: 21,705,426 shares are being sold by the public of the Offered SecuritiesCompany.
2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (b. Number of Warrants: 21,705,426 Warrants being sold by the “Company”) announced today that Company to purchase 21,705,426 shares of Common Stock at an exercise price of $2.86 per share
c. Price per Offered Share: $2.57
d. Price per Warrant: $0.01 ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares As Representative of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC Several Underwriters c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsRe: As Synergy Pharmaceuticals Inc. Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of a group of underwriters (the “Underwriters”), propose to enter into an inducement to the Underwriters to execute the Underwriting Agreement underwriting agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigmawith Synergy Pharmaceuticals, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that that, without the prior written consent of the Representative, the undersigned will not, during the period specified in ending 90 days after the following paragraph date of the prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or exercisable for any Securities, enter into such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a transaction which would have the same effectstock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap, hedge swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of the SecuritiesCommon Stock or such other securities, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Securities Common Stock or such other securities, in cash or otherwise, otherwise or publicly disclose the intention to (3) make any such offer, sale, pledge demand for or disposition, exercise any right with respect to the registration of any shares of Common Stock or to enter any security convertible into any such transaction, swap, hedge or other arrangement, without, in each case, exercisable or exchangeable for Common Stock without the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “RepresentativeExchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). In additionFurthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned agrees thatmay, without the prior written consent of the Representative, it will not, during (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Lock-Up Period, make Company (provided that any demand for or shares issued upon such exercise any right with respect to, shall remain subject to the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date restrictions set forth in clause (1) above) or (ii) transfer shares of Common Stock acquired on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement following the closing of the Public Offering; provided that no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise other public announcement shall be required or shall be made voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing.
Appears in 1 contract
Sources: Underwriting Agreement (Synergy Pharmaceuticals, Inc.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
. 2. [list other information•]] NSVascular[To come] , Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that 2016 AC Immune SA EPFL ▇▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CREDIT SUISSE SECURITIES (USA) LLC ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LEERINK PARTNERS LLC ▇▇▇ as Representatives of the Several Underwriters c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇ Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made that is intended to result in the establishment of a public market in the United States for shares of common stockshares, par nominal value $0.0001 CHF 0.02 per share (the “Securities”) of NeuroSigma, Inc., a Delaware corporationAC Immune SA, and any successor (by merger or otherwise) thereto, thereto (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (the “RepresentativeCredit Suisse”). In addition, the undersigned agrees that, without the prior written consent of the RepresentativeCredit Suisse, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date filing of this Lock-Up Agreement a preliminary prospectus by the Company which contains a bona fide price range and will continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement). Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Notwithstanding anything contained herein to the contrary, the restrictions described in this Lock-Up Agreement shall not apply to:
(a) transactions relating to Securities or other securities acquired by the undersigned in the Public Offering or in open market transactions;
(i) the exercise of stock options or other similar awards granted pursuant to the Company’s equity incentive plans or the vesting or settlement of awards granted pursuant to the Company’s equity incentive plans (including the delivery and receipt of Securities, other awards or any securities convertible into or exercisable or exchangeable for Securities in connection with such vesting or settlement); provided that, in the case of this clause (i), the foregoing restrictions shall apply to any of the undersigned’s Securities issued upon such exercise, vesting or settlement; or (ii) the transfer of Securities or any securities convertible into or exercisable or exchangeable for Securities from the undersigned to the Company (or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise of options to purchase Securities by the undersigned, in each case on a “cashless” or “net exercise” basis, or to cover income or withholding and other tax obligations of the undersigned in connection with such vesting or exercise in 2015 and 2016 of options for Securities of the Company, whether by means of a “net settlement” or otherwise;
(c) transfers of Securities or any security convertible into or exercisable or exchangeable for Securities:
(i) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, or pursuant to a will not or other testamentary document;
(ii) if the undersigned is a natural person, to a member of the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin, and shall include any former spouse);
(iii) if the undersigned is a natural person, to any trust or other like entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(iv) if the undersigned is a natural person, by operation of law or by order of a court of competent jurisdiction pursuant to a qualified domestic order or in connection with a divorce settlement;
(v) if the undersigned is a natural person, to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity;
(vi) if the undersigned is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of the undersigned or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned;
(vii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any affiliate thereof;
(viii) if the undersigned is a corporation, partnership, limited liability company or other entity, to any investment fund or other entity controlled or managed by the undersigned; or
(ix) as a distribution to any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (c)(i)-(ix) above, each donee, distributee or transferee agrees to be subject to bound in writing by the terms of this Lock-Up Agreement provided that prior to such transfer, such transfer shall not involve a disposition for value and no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer;
(d) the establishment or modification of any contract, instruction or trading plan intended to comply with Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that (other than a filing on a Form 5 made after i) such plan does not provide for the expiration transfer of Securities during the Lock-Up Period). A , (ii) the establishment of such plan shall not be voluntarily publicly announced or filed under the Exchange Act and (iii) to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding the establishment or modification of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Lock-Up Period;
(ie) made by the undersigned transfer of Securities or any security convertible into or exercisable or exchangeable for Securities to the Company, pursuant to agreements or rights in existence on the Public Offering Date under which the Company in has the option to repurchase such shares or a transaction exempt from Section 16(b) right of the Exchange Act solely first refusal with respect to transfers of such shares or in connection with the payment termination of taxes due in connection the undersigned’s employment with the Company;
(f) the transfer of Securities or any exercise security convertible into or vesting exercisable or exchangeable for Securities that occurs by any order or settlement resulting from any legal proceeding;
(g) the transfer of Securities; (ii) as Securities or any security convertible into or exercisable or exchangeable for Securities pursuant to a bona fide gift or giftsthird-party tender offer, salemerger, transfer amalgamation, consolidation or other dispositionsimilar transaction made to all holders of the Securities involving a change of control of the Company; provided that in the event that the tender offer, merger, amalgamation, consolidation or other such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in each this Lock-Up Agreement; [or]
(h) the exercise of any right with respect to, or the taking of any other action in preparation for, a registration by the Company of Securities or any securities convertible into or exercisable or exchangeable for Securities; provided that no transfer of the undersigned’s Securities proposed to be registered pursuant to the exercise of such rights under this clause (h) shall occur, and no registration statement shall be filed, during the Lock-Up Period [.] / [or]
(i) [a sale of Securities in a single private transaction exempt from registration under the Securities Act of 1933, as amended, to a single beneficial owner where such sale is not executed through the Nasdaq Stock Market (or any other market on which the Securities are listed); provided that in the case to of the single sale permitted by this clause, (A) a member the undersigned provides at least five (5) days’ notice to Credit Suisse in advance of such sale where such notice shall include the identity of the immediate family purchaser, the number of Securities to be sold and any other information which is required to be disclosed by either the undersigned or such purchaser pursuant to Section 13 of the undersignedExchange Act, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, such purchaser agrees to be bound in writingwriting by the terms of this Lock-Up Agreement prior to consummating such sale, and (C) no filing by any party (the undersigned or such purchaser) under the Exchange Act shall be required or shall be voluntarily made in connection with such sale except for filings required by Section 13 of the Exchange Act;]1
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
Shares 2. [list other information]•] NSVascularForm of Lock-Up Agreement ▇▇▇▇▇▇▇▇ Inc. ▇▇/▇, Inc. NeuroSigma▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Inc. ▇▇▇▇▇▇ New Area Shanghai 201204 People’s Republic of China [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stockBOFA SECURITIES, is [waivingINC. CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED] [releasing] a lock-up restriction with respect to shares As Representatives of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. Several Underwriters c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC of America c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America c/o BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear Sirs▇▇▇▇▇▇ ▇▇▇▇▇▇ of America ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Securities Limited 29/F, One International Finance Centre ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters representatives (the “Representatives”) to execute the Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which an offering (the “Offering”) will be made that is intended to result in the establishment of a public market for shares of common stockClass A ordinary shares, par value $US$0.0001 per share (the “SecuritiesOrdinary Shares”) of NeuroSigma, Soulgate Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), in the form of American Depositary Shares (the “ADS”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities Ordinary Shares or ADSs or securities convertible into or exchangeable or exercisable for any Ordinary Shares or ADSs, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Securities”), enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securitiesSecurities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC (the “Representative”)Representatives. In addition, the undersigned agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Act, as amended. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned’s Securities even if such sale or disposition would be conducted by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Securities or with respect to any security convertible into that includes, relates to, or exercisable or exchangeable for derives any significant part of its value from the undersigned’s Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) ADSs pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement provided that no filing or other public announcement by any party (transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing.
Appears in 1 contract
Other Information Included in the General. Disclosure Package
1. The initial price to a. Number of shares: 20,325,204 shares are being sold by the public of the Offered SecuritiesCompany.
2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that b. Price to public per share: $6.15 CANTOR ▇▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares & CO. As Representative of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. Several Underwriters c/o CANTOR ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇& CO. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Dear SirsRe: As Synergy Pharmaceuticals Inc. Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of a group of underwriters (the “Underwriters”), propose to enter into an inducement to the Underwriters to execute the Underwriting Agreement underwriting agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of common stock, par value $0.0001 per share (the “Securities”) of NeuroSigmawith Synergy Pharmaceuticals, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration the receipt of which is hereby acknowledged, the undersigned hereby agrees that that, without the prior written consent of the Representative, the undersigned will not, during the period specified in ending 90 days after the following paragraph date of the prospectus relating to the Public Offering (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or exercisable for any Securities, enter into such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a transaction which would have the same effectstock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap, hedge swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of the SecuritiesCommon Stock or such other securities, whether any such aforementioned transaction described in clause (1) or (2) above is to be settled by delivery of the Securities Common Stock or such other securities, in cash or otherwise, otherwise or publicly disclose the intention to (3) make any such offer, sale, pledge demand for or disposition, exercise any right with respect to the registration of any shares of Common Stock or to enter any security convertible into any such transaction, swap, hedge or other arrangement, without, in each case, exercisable or exchangeable for Common Stock without the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “RepresentativeExchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). In additionFurthermore, notwithstanding the restrictions imposed by this Letter Agreement, the undersigned agrees thatmay, without the prior written consent of the Representative, it will not, during (i) exercise an option to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Lock-Up Period, make Company (provided that any demand for or shares issued upon such exercise any right with respect to, shall remain subject to the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date restrictions set forth in clause (1) above) or (ii) transfer shares of Common Stock acquired on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities granted to the undersigned will be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement following the closing of the Public Offering; provided that no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise other public announcement shall be required or shall be made voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A transfer of Securities (i) made by the undersigned to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing.
Appears in 1 contract
Sources: Underwriting Agreement (Synergy Pharmaceuticals, Inc.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information]] NSVascular, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigmaEsperion Therapeutics, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC., As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 c/o Citigroup Global Markets Inc., ▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ . ▇▇▇▇▇ Dear Sirs: As an inducement to the Underwriters underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of the common stock, $0.001 par value $0.0001 per share (the “Securities”) of NeuroSigmaEsperion Therapeutics, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Citigroup Global Markets Inc. (together with Credit Suisse, the “RepresentativeRepresentatives”)) . In addition, the undersigned agrees that, without the prior written consent of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The initial Lock-Up Period will commence on the date of this letter agreement (this “Lock-Up Agreement Agreement”) and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Securities acquired by Notwithstanding anything herein to the undersigned contrary, the restrictions contained in the open market will not be subject to this Lock-Up Agreement shall not apply to any of the following: (i) transfers of Securities as a bona fide gift or gifts, (ii) transfers of Securities or other securities of the Company to a trust or limited family partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) transfers of Securities or other securities of the Company by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value, (iv) the exercise, including by “net” exercise, of any options or warrants to acquire Securities or the conversion of any convertible security into Securities, (v) transfers or distributions of Securities to members, limited partners, stockholders or affiliates of, or any investment fund or other entity that controls or manages, the undersigned, provided that no filing the transfer or distribution shall not involve a disposition for value, (vi) transfers or distributions in connection with a merger or sale of the Company, regardless of how such a transaction is structured (it being further understood that this agreement shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to vote in favor of, or tender Securities or other public announcement securities of the Company in, any such transaction or taking any other action in connection with any such transaction), (vii) the entering into by any party (transferor or transferee) under the undersigned of a written trading plan pursuant to Rule 10b5-1 of the Securities and Exchange Act of 1934 (the “Exchange Act”) during the Lock-Up Period, provided that no sales of the undersigned’s Securities shall be made pursuant to such Plan prior to the expiration of the Lock-Up Period or otherwise (viii) Securities purchased by the undersigned in the offering to which the Underwriting Agreement relates; provided further that, with respect to clauses (i), (ii), (iii), (iv) and (v), (a) each transferee or distributee agrees to be bound in writing by the terms of this Lock-Up Agreement, and (b) no filing or public announcement by any party (donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer transfer, exercise, conversion or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). A In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the above-referenced offering. If the undersigned is an officer or director of the Company, (i) made by the undersigned to Representatives agree that, at least three business days before the Company in a transaction exempt from Section 16(b) effective date of any release or waiver of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; (ii) as a bona fide gift or gifts, sale, transfer or other disposition, in each case to (A) a member of the immediate family of the undersigned, (B) a trust, the beneficiary of which is exclusively the undersigned or a member or members of the undersigned’s immediate family or (C) affiliates of the undersigned; (iii) in the case of a natural person, upon death, by will or intestate succession to a member of the immediate family of the undersigned or to a trust, the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; (iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, as part of a distribution to its stockholders, general or limited partners, members, as applicable, or to any of its wholly-owned subsidiaries; or (v) pursuant to a qualified domestic order or foregoing restrictions in connection with a divorce settlement may be madetransfer of Securities, providedthe Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the case Underwriting Agreement to announce the impending release or waiver by press release through a major news service or in a registration statement publicly filed with the Securities and Exchange Commission in connection with a secondary offering at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the date of such publication. The provisions of this paragraph will not apply if (i), (ii), (iiia) the release or waiver is effected solely to permit a transfer not for consideration and (ivb) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees transferee has agreed in writing to be bound by the same terms described in writingthis Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement shall lapse and become null and void (i) on December 31, 2013 if the Public Offering Date shall not have occurred on or before such date or (ii) upon written notice from an authorized officer of the Company to the Representatives, executed or delivered prior to the signing of the Underwriting Agreement, that the Company has determined not to proceed with the public offering of the Securities. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours,
Appears in 1 contract
Sources: Underwriting Agreement (Esperion Therapeutics, Inc.)
Other Information Included in the General. Disclosure Package
1. The initial price to the public of the Offered Securities.
2. [list other information][ ] NSVascularDice Holdings, Inc. NeuroSigma, Inc. [Date] NeuroSigma, Inc. (the “Company”) announced today that ▇▇▇▇▇▇▇▇▇ LLC as lead book-running manager in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 2014, and the shares may be sold on or after such date. NeuroSigma, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Dear Sirs▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering will be made that is intended to result in the establishment of a public market for shares of the common stock, par value $0.0001 per share stock (the “Securities”) of NeuroSigmaDice Holdings, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC (” and, together with Credit Suisse, the “RepresentativeRepresentatives”). In addition, the undersigned agrees that, without the prior written consent of each of the RepresentativeRepresentatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities, except as such demand or exercise will not require or permit any public filing or other public disclosure to be made in connection therewith until after the expiration of the Lock-Up Period. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until and include the date that is 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 occurrence of the material news or material event, as applicable, unless each of the Representatives waive, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by the Representatives to the Company (in accordance with the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Any Securities received upon exercise of options, warrants or other convertible or exchangeable securities options granted to the undersigned will also be subject to this Lock-Up Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement. A transfer of Securities (i) to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, (ii) as a bona fide gift or (iii) to a family member or trust may be made, provided that, in each case, the transferee agrees to be bound in writing by the terms of this Agreement provided that prior to such transfer and no filing or other public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required) and such transfer shall not involve a disposition for value (provided that in the case of transferees that are charitable organizations or trusts that receive Securities from General Atlantic LLC or any of its affiliates (the “General Atlantic” entities), the lock-up agreements applicable to such entities will permit such transferees to collectively sell under rule 144 under the Securities Act of 1933 up to an aggregate number of shares of Securities equal to .08% of the shares outstanding immediately prior to the public offering, provided that such sales are made only through Credit Suisse and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇). In addition, notwithstanding the foregoing, (i) if the undersigned is a corporation, partnership or limited liability company, such entity (and its transferees or distributees) may transfer or distribute the Securities to any wholly-owned subsidiary of such entity or to the partners, members, stockholders or affiliates of such entity, or to a charitable or family trust, provided that the transferee or distributee agrees to be bound in writing by the terms of this Agreement prior to such transfer and no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required and, if the undersigned is a General Atlantic entity, a filing on Form 4 may be made by the undersigned during the Lock-Up Period in connection with a transfer from the undersigned to [specify general partner(s) or managing director(s)] if the undersigned provides written notice to the Representatives at least three business days prior to such proposed transfer) and such transfer shall not involve a disposition for value and (ii) the undersigned may establish a Rule 10b-5(1) trading plan during the Lock-Up Period; provided that (a) no transactions thereunder are made until after expiration of the Lock-Up Period and (b) no public disclosure of such plan shall be required or voluntarily made until after expiration of the Lock-Up Period. Notwithstanding the foregoing, this Agreement shall not apply to the sale of any Securities to the Underwriters pursuant to the Underwriting Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before September 30, 2007 or earlier if the Company has provided written notice to the undersigned that it has determined not to pursue the offering. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name] Dice Holdings, Inc. ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in the establishment of a public market for the common stock (the “Securities”) of Dice Holdings, Inc., and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇” and, together with Credit Suisse, the “Representatives”). In addition, the undersigned agrees that, without the prior written consent of each of the Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities, except as such demand or exercise will not require or permit any public filing or other public disclosure to be made in connection therewith until after the expiration of the Lock-Up Period). The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial 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 occurrence of the material news or material event, as applicable, unless each of the Representatives waive, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by the Representatives to the Company (in accordance with the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will not be subject to this Agreement. A transfer of Securities (i) made by to any beneficiary of the undersigned pursuant to the Company in a transaction exempt from Section 16(b) will, other testamentary document or applicable laws of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; descent, (ii) as a bona fide gift or gifts(iii) to a family member or trust may be made, sale, transfer or other dispositionprovided that, in each case to (A) a member of the immediate family of the undersigned, (B) a trustcase, the beneficiary transferee agrees to be bound in writing by the terms of which is exclusively this Agreement prior to such transfer and no filing by any party (donor, donee, transferor or transferee) under the undersigned Securities Exchange Act of 1934 (the “Exchange Act”) shall be required or shall be voluntarily made in connection with such transfer (other than a member or members of the undersigned’s immediate family or filing on a Form 5 made when required) and such transfer shall not involve a disposition for value (C) affiliates of the undersigned; (iii) provided that in the case of a natural persontransferees that are charitable organizations or trusts that receive Securities from Quadrangle Group LLC or any of its affiliates (the “Quadrangle” entities), upon death, by the lock-up agreements applicable to such entities will or intestate succession permit such transferees to a member collectively sell under rule 144 under the Securities Act of 1933 up to an aggregate number of shares of Securities equal to .08% of the immediate family of shares outstanding immediately prior to the undersigned or to a trustpublic offering, provided that such sales are made only through Credit Suisse and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇). In addition, notwithstanding the beneficiary of which is exclusively the undersigned or a member of the undersigned’s immediate family; foregoing, (ivi) if the undersigned is a corporation, partnership, partnership or limited liability company company, such entity (and its transferees or other business entity, as part distributees) may transfer or distribute the Securities to any wholly-owned subsidiary of a distribution such entity or to its stockholders, general or limited the partners, members, as applicablestockholders or affiliates of such entity, or to any of its wholly-owned subsidiaries; a charitable or (v) pursuant to a qualified domestic order family trust, provided that the transferee or in connection with a divorce settlement may be made, provided, in the case of (i), (ii), (iii) and (iv) above, each holder, donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writingwriting by the terms of this Agreement prior to such transfer and no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required and, if the undersigned is a Quadrangle entity, a filing on Form 4 may be made by the undersigned during the Lock-Up Period in connection with a transfer from the undersigned to [specify general partner(s) or managing director(s)] if the undersigned provides written notice to the Representatives at least three business days prior to such proposed transfer) and such transfer shall not involve a disposition for value and (ii) the undersigned may establish a Rule 10b-5(1) trading plan during the Lock-Up Period; provided that (a) no transactions thereunder are made until after expiration of the Lock-Up Period and (b) no public disclosure of such plan shall be required or voluntarily made until after expiration of the Lock-Up Period. Notwithstanding the foregoing, this Agreement shall not apply to the sale of any Securities to the Underwriters pursuant to the Underwriting Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before September 30, 2007 or earlier if the Company has provided written notice to the undersigned that it has determined not to pursue the offering. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, [Name] Dice Holdings, Inc. ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in the establishment of a public market for the common stock (the “Securities”) of Dice Holdings, Inc., and any successor (by merger or otherwise)
Appears in 1 contract