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NEWS
HM Courts and Tribunals Service (HMCTS) has updated its guidance for legal professionals submitting applications in divorce or dissolution proceedings using the online system in place from 6 April 2022 for proceedings issued after the coming into force of the Divorce, Dissolution and Separation Act 2020, to include instructions for ‘lock and key cases’.
GLOSSARY
See Lock-up agreement.
GLOSSARY
A period when investors are not able to redeem or transfer their interest (shares or units) in the fund.
GLOSSARY
A lock-out agreement prevents one or both of the parties from negotiating with anyone else on certain terms.
GLOSSARY
This is a mechanism for calculating compounded SONIA for use in bond or loan markets. It is intended to provide a little visibility to borrowers or issuers by repeating one of the daily SONIA rates for the final few days of the interest period.
GLOSSARY
A lock-up agreement is commonly used to bind Creditors and/or shareholders to the terms of a negotiated restructuring proposal.
PRECEDENTS
Lock-Up Agreement (US IPO) [insert company name] [insert date], 20[insert year] [insert name] [insert name] [insert name] As Representatives of Several Underwriters c/o [insert name] [insert name] [insert name] Ladies and Gentlemen: The undersigned understands that [insert name] (the Representative), as the representative of the underwriters to be named therein (the Underwriters), propose to enter into an Underwriting Agreement (the Underwriting Agreement) with [insert name], a [insert nature of company] (the Company) and the stockholders named therein, providing for a public offering of the Company's common stock (the Offered Shares) pursuant to a registration statement on Form S-1 (the Registration Statement) that will be filed with the Securities and Exchange Commission (the SEC). To induce the Underwriters to enter into the Underwriting Agreement and in consideration of the agreement by the Underwriters to offer and sell the Offered Shares and in recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period beginning from the date of the final Prospectus
GLOSSARY
This prevents the seller from selling all or a certain number/proportion of the consideration shares in the buyer issued to it under a SPA/APA (by way of either full or part settlement of the purchase price), for a period of time after completion without the consent of/consultation with the buyer. This ensures an element of stability in the buyer's share price in the first few months of trading after completion. The clause may, however, only be appropriate if the seller acquires a significant number of shares which can have an adverse effect on the share price.
PRECEDENTS
THIS DEED is made on [insert date] Parties 1 [Insert name of director] of [insert address of the director] (the Director); 2 [Insert name of company], a company incorporated in [insert place of incorporation, eg England and Wales] with registered number [insert registered number] whose registered office is at [insert address] (the Company); and 3 [Insert name of nominated adviser/broker], a company incorporated in [insert place of incorporation, eg England and Wales] with registered number [insert registered number] whose registered office is at [insert address] (the Placing Agent). BACKGROUND (A) [Insert relevant details of the background to the deed] (B) The Company is seeking admission to trading on AIM, a market operated by the London Stock Exchange, of the Ordinary Shares in issue and to be issued pursuant to the placing of such shares and proposes to raise £[insert amount in numbers] (before commissions, fees and expenses). (C) The Company has appointed [insert name of nominated adviser and broker], and [insert name of nominated adviser and broker] has agreed to act as the Company's nominated adviser and broker in relation to the admission of the [insert class] shares in issue
GLOSSARY
A provision in the underwriting agreement between an investment bank and existing shareholders that prohibits corporate insiders and private equity investors from selling at IPO.
GLOSSARY
See Irrevocable undertakings.
GLOSSARY
The buyer will determine the purchase price by reference to a set of accounts, but usually a more recent set than the last audited accounts, such as management accounts or a specific set of accounts prepared for the purposes of valuation (the date of such accounts being the locked box date) and any other information available by means of due diligence. The locked box date is the date from which the buyer is treated as having taken economic ownership of the target company/target business. The price is fixed at signing and there is an additional covenant providing the buyer with pound for pound compensation for certain matters taking place between the locked box date and completion.