independent bid of that security. However, if all independent bids are lowered below the passive market makers bid, such bid must then be lowered when specified purchase limits are
exceeded.
Lock-Up
Agreements.
Pursuant to certain
lock-up
agreements, we and our executive officers and directors, have agreed, subject to certain exceptions, not to, for a period of 90 days, sell, offer to sell, contract to sell or lend, effect any
short sale or establish or increase a Put Equivalent Position (as defined in Rule
16a-1(h)
under the Exchange Act), liquidate or decrease any Call Equivalent Position (as defined in Rule
16a-1(b)
under the Exchange Act), pledge, hypothecate or grant any security interest in, or in any other way transfer or dispose of, any common stock or any securities convertible into or exchangeable or exercisable
for common stock, or enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of the common stock or any securities convertible into or exchangeable or
exercisable for common stock.
In addition, we and each such person agrees that, without the prior written consent of Cowen and Company, LLC and
Cantor Fitzgerald & Co., we or such other person will not make any demand for, or exercise any right with respect to the registration of any of the common stock or any securities convertible into or exchangeable or exercisable for common
stock, or the filing of any registration statement under the Securities Act relating to, any common stock or securities convertible into or exchangeable or exercisable for any common stock for a period of 90 days after the date of the pricing of the
offering.
This
lock-up
provision applies to common stock and to securities convertible into or exchangeable
or exercisable for common stock. The exceptions permit us, among other things and subject to restrictions, to: (a) issue common stock, options or restricted stock units pursuant to employee benefit plans, (b) issue common stock upon
exercise of outstanding options or warrants, (c) issue securities in connection with acquisitions or similar transactions, or (d) file registration statements on Form
S-8.
The exceptions permit
parties to the
lock-up
agreements, among other things and subject to restrictions, to: (a) make certain gifts, (b) transfer common stock acquired in open market transactions after this
offering, (c) transfers of common stock pursuant to a written plan meeting the requirements of Rule
10b5-1
under the Exchange Act, and (d) participate in tenders involving the acquisition of a
majority of our stock. In addition, the
lock-up
provision will not restrict broker-dealers from engaging in market making and similar activities conducted in the ordinary course of their business.
Cowen and Company, LLC and Cantor Fitzgerald & Co., in their sole discretion, may release our common stock and other securities subject to the
lock-up
agreements described above in whole or in part at any time before the termination of the
90-day
period. When determining whether or not to release our common stock and
other securities from
lock-up
agreements, Cowen and Company, LLC and Cantor Fitzgerald & Co. will consider, among other factors, the holders reasons for requesting the release, the number of
shares for which the release is being requested and market conditions at the time of the request.
Canada
.
The
common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106
Prospectus Exemptions
or
subsection 73.3(1) of the
Securities Act
(Ontario), and are permitted clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations
.
Any resale of the common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement (including any amendment thereto)
S-20