先请看其英文解释:
A market standoff agreement restricts the ability of insiders to sell their holdings following an initial public offering (IPO).
When a company issues new shares of stock, it contracts a brokerage house to serve as an underwriter. The underwriter agrees to market and sell the new shares in return for a fee. In a market standoff agreement, the issuing company agrees to prohibit its insider holders (for example, the CEO and executive board members) from selling their shares for a specified period of time from the date of the IPO. This period lasts anywhere from 90 days to one year, after which time the company insiders are free to sell their holdings.
These agreements are also known as lock-up agreements.
从以上英文解释我们可知,可翻译为“限售协议”。
《美国证券法》并未明文对美股上市公司股票规定限售期。但实践中,出于稳定被投企业股价的目的,承销商通常会和被投企业股东签署《限售协议》,约定一定的限售期。IPO中,限售期通常约定为不超过 180 天。在登记权条款中,被投企业通常也会要求投资人作出承诺,非经承销商和/或被投企业同意或豁免,在限售期内对自己的股份进行限售。由于符合市场惯例,投资人通常也会接受。
请看以下例句:
Market Standoff. The Purchasers hereby agree that, during the period of duration (not to exceed 180 days) specified by the Company and an underwriter of common stock or other securities of the Company, following the effective date of any registered underwritten public offering of Company securities, they shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by them at any time during such period except Common Stock included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of common stock of the Purchasers (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.
售股限制。认购方同意自公司方任何有承销公开发行证券登记生效之日起,在公司方及公司方普通股或其它证券的承销商规定的时间段内(不超过180天),依公司及承销商的要求,认购方不得在此期间内的任何时间内直接或间接出售、发出出售要约、签订出售合同(包括但不限于任何卖空行为)、授予任何认股权或另行转让或处分(受让人同意受相同限制的除外)其所持有的任何公司方证券,上述登记中已包含的普通股除外。为执行前述承诺,在此期间公司方可能会对认购方所持有普通股(以及任何受前述条款约束的其他个人所持有的股票或证券)发出停止转让指令。