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Contract analysis / form-of-lock-up-agreement.docx
form-of-lock-up-agreement.docx
High · 1
Medium · 1
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Section 1. Lock-Up Restrictions.
Section 1. Lock-Up Restrictions. (a) Lock-Up Period. The term "Lock-Up Period" shall mean the period beginning on the date of the final Prospectus Supplement relating to the Offering (the "Effective Date") and ending on, and including, the date that is ninety (90) days after the date of such final Prospectus Supplement. (b) Prohibited Activities. During the Lock-Up Period, without the prior written consent of the Und
Section 2. Exceptions to Lock-Up Restrictions.
Section 2. Exceptions to Lock-Up Restrictions. The restrictions set forth in Section 1(b) of this Agreement shall not apply to the following transactions, provided that, except as expressly set forth below, no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall be required or shall be voluntarily made in connection with any such transaction during the Lock-Up Peri
Section 3. Waiver by Underwriter.
Medium
⚑ Notice / time limit to track
Section 3. Waiver by Underwriter. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in this Agreement for any officer or director of the Company, or any holder of five percent (5%) or more of the outstanding shares of Common Stock, prior to the expiration of the Lock-Up Period, the Underwriter shall provide the Company with notice of such impending release or waiver at
Section 4. Stop Transfer Instructions.
Section 4. Stop Transfer Instructions. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar, Continental Transfer & Trust Co. (or any successor transfer agent), against the transfer of the undersigned's Lock-Up Securities except in compliance with the terms and conditions of this Agreement. The undersigned further acknowledges and agrees that t
Section 5. Representations and Warranties of the Undersigned.
Section 5. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Underwriter as follows: (a) Power and Authority. The undersigned has full power, authority, and legal capacity to enter into this Agreement and to perform the obligations of the undersigned hereunder. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, th
Section 6. No Additional Shares.
Section 6. No Additional Shares. If the undersigned is a director or executive officer of the Company, the undersigned further agrees that the restrictions set forth in Section 1(b) of this Agreement shall apply equally to any shares of Common Stock or other Lock-Up Securities acquired by the undersigned during the Lock-Up Period, whether through open-market purchases, private purchases, equity award grants, exercise
Section 7. Termination.
Section 7. Termination. This Agreement shall automatically terminate, and the undersigned shall be released from all obligations hereunder, upon the earliest to occur of: (a) the expiration of the Lock-Up Period; (b) the delivery of written notice from the Underwriter to the undersigned releasing the undersigned from all obligations under this Agreement; or (c) the date on which the Underwriting Agreement is terminat
Section 8. Binding Effect; Successors and Assigns.
Section 8. Binding Effect; Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon the undersigned and the heirs, successors, personal representatives, executors, administrators, and assigns of the undersigned. This Agreement and all of the provisions hereof shall inure to the benefit of the Underwriter and its respective successors and assigns. The Underwriter is an intended thi
Section 9. Governing Law.
High
⚑ Non-compete / exclusivity restraint
Section 9. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevo
Section 10. Entire Agreement.
Section 10. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the undersigned and the Underwriter with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties relating to the subject matter hereof. There are no representations, warranties, covenants, co
Section 11. Amendments.
Section 11. Amendments. This Agreement may not be amended, modified, supplemented, or waived, in whole or in part, except by an instrument in writing signed by both the undersigned and the Underwriter. No failure or delay by the Underwriter in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further
Section 12. Counterparts.
Section 12. Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic transmission in portable document format (PDF) or similar fo
I. Directors of Quorum Insurance Holdings Corp.
I. Directors of Quorum Insurance Holdings Corp.
II. Executive Officers of Quorum Insurance Holdings Corp.
II. Executive Officers of Quorum Insurance Holdings Corp.
III. Holders of 5% or More of Outstanding Common Stock
III. Holders of 5% or More of Outstanding Common Stock Percentages calculated based on approximately 38,125,000 shares of Common Stock outstanding as of the most recent practicable date prior to the Offering. Schedule to be finalized based on the Company's capitalization table and Section 16 filer list as of the pricing date of the Offering. Additional holders of 5% or more, if identified in the course of due diligen