Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder.
Appears in 2 contracts
Sources: Merger Agreement (Lianluo Smart LTD), Merger Agreement (Lianluo Smart LTD)
Lock-Up Provisions. (a) Holder hereby agrees not to, during Notwithstanding the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results provisions set forth in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”Section 2(b), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option Holder 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of its Permitted Transferees may Transfer any or all of the Restricted Securities owned by Lock-Up Shares during the Lock-Up Period (i) to the Holder’s officers, directors, management committee members or members, (A) by gift, will or intestate succession upon the death of Holder, (Bii) to any Permitted Transferee Affiliates of the Holder or any Affiliates of Holder’s officers, directors, management committee members or members; (Ciii) pursuant in the case of an individual referred to in (i) and (ii) above, by gift to a court order member of such individual’s Immediate Family or settlement agreement related to a trust, the beneficiary of which is a member of such individual’s Immediate Family or to a charitable organization or by virtue of laws of descent and distribution upon death of such individual; (iv) any personalized portfolio bond issued by an insurance company that is beneficially owned by any individual referred to in (i) and (ii) above and in relation to which such person has the ability to direct the management of assets in connection with comprising the dissolution bond portfolio; (v) by virtue of marriage the laws of the State of New York or civil union; the Cayman Islands, provided, however, that in the case of clauses or (vi) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction) (i) through (vi) these Permitted Transferees must enter into a written agreement agreeing to be bound by the provisions set forth in Section 2(b).
(b) The Holder hereby agrees that it shall not, and shall cause any of cases its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (Athe “Transfer Restriction”), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term following:
(i) the Transfer Restriction shall expire with respect to ten percent (10%) of the Lock-Up Shares (the “Permitted Transferee” First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall mean: apply to the First Tranche after such date);
(ii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Second Tranche”) on the date that is one (1) year after the members of Holder’s immediate family Closing Date (for purposes the avoidance of this Agreement, doubt no Transfer Restrictions shall apply to the First Tranche and the Second Tranche after such date);
(iii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), Third Tranche”) on the date that is two (2) any trust years after the Closing Date (for the direct or indirect benefit avoidance of Holder or doubt no Transfer Restrictions shall apply to the immediate family First Tranche, the Second Tranche and the Third Tranche after such date); and
(iv) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of Holder, the Lock-Up Shares on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date).
(c) Notwithstanding the foregoing, if at any time the sale price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Shares shall cease to apply.
(d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the Transfer Restriction ceasing to apply in respect of a particular tranche of Lock-Up Shares in accordance with Section 2(b), Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares.
(e) For the avoidance of any doubt, the Holder is shall retain all of its rights as a trust, shareholder of Pubco with respect to the trustor or beneficiary of such trust or Lock-Up Shares during the Lock-Up Period, including the right to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to vote any affiliate of Holder or to any investment fund or other entity controlled by HolderLock-Up Shares.
Appears in 2 contracts
Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
Lock-Up Provisions. (a) Holder The Holders hereby agrees agree not to, during the period commencing from the Closing and, with respect to and through the Restricted Securities, ending on the earliest earlier of (x) the 180 one hundred and eightieth (180) day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all Change of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property Control (a “Subsequent Transaction”), as defined below) (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract transfer to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, another or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii)foregoing, a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to to:
(A) the transfer of any or all of the Restricted Securities owned by Holdera bona fide gift or charitable contribution, (A) on death by gift, will or intestate succession upon intestacy to a member of such Holders’ immediate family or to a trust, the death beneficiaries of Holder, which are exclusively the undersigned and/or a member or members of such Holders’ immediate family or an affiliate of such person or pursuant to a qualified domestic relations order;
(B) the transfer of any or all of the Restricted Securities to any Permitted Transferee or Transferee; or
(C) the establishment of a trading plan pursuant to a court order or settlement agreement related to Rule 10b5-1 under the distribution Exchange Act for the transfer of assets in connection with Restricted Securities; provided, that such plan does not provide for the dissolution transfer of marriage or civil unionRestricted Securities during the Lock-Up Period; provided, however, that in any of cases (A), (B) or (C) B), it shall be a condition to such transfer that the transferee executes and delivers transferee, if not a Company Stockholder, enters into a written agreement with the Company agreeing to be bound by the Parent an agreement stating restrictions herein; provided, further, that the transferee is receiving and holding the Restricted Securities subject to the provisions in any of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: cases (1A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5B) to any affiliate of Holder such transfer or to any investment fund or other entity controlled by Holderdistribution shall not involve a disposition for value.
Appears in 2 contracts
Sources: Merger Agreement (Vesper Healthcare Acquisition Corp.), Lock Up Agreement (LCP Edge Holdco LLC)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, and ending on the earliest of (x) the 180 day six month anniversary of the date of the Closing Closing, and (y) the date after the Closing on which the Parent Purchaser consummates a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the ParentPurchaser’s shareholders stockholders having the right to exchange their equity holdings in the Parent shares of Purchaser Common Stock for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided, however, provided that ⅓ of such Restricted Securities shall be released from such restrictions if the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that closing stock price of the ParentPurchaser common stock reaches each of $13.00, $15.00, and $17.00. The foregoing sentence restrictions shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, Holder (AI) by gift, will or intestate succession upon the death of Holder, (BII) to any Permitted Transferee or (CIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (AI), (BII) or (CIII) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship by bloodnatural person, marriage any of the following: such person’s spouse or adoptiondomestic partner, not more remote than first cousinthe siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, partners, members, managers, investment managers or stockholders of such entity that receive such transfer as a distribution to limited partnersdistribution, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to Holder, (6) any investment fund or other entity charitable foundation controlled by Holderthe undersigned, its members or stockholders or any of their respective immediate family; and (7) any transferee whereby there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.
Appears in 1 contract
Lock-Up Provisions. (a) Holder Each Seller hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, Date and ending on the earliest of (x) the 180 day six-month anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), Date (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Exchange Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities the Exchange Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by Holdera Seller, either during his or her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Seller; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this AgreementSection 5.8(a). As used in this Agreement, Each Seller further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage foregoing or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, that are necessary to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holdergive further effect thereto.
Appears in 1 contract
Sources: Share Exchange Agreement (Fountain Healthy Aging, Inc.)
Lock-Up Provisions. (a) Notwithstanding the provisions set forth in Section 2(b), the Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest or any of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange its Permitted Transferees may Transfer any or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having Lock-Up Shares during the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): : (i) lendto the Holder’s officers, offerdirectors, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option managers 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 Restricted Securities, management committee members; (ii) enter into to any swap or other arrangement that transfers to another, in whole or in part, any Affiliates of the economic consequences of ownership of the Restricted SecuritiesHolder or such Affiliate’s officers, directors, managers or management committee members; (iii) publicly disclose in the intention case of any such Permitted Transferee being an individual, by gift to do a member of such individual’s Immediate Family or to a trust, the beneficiary of which is a member of such individual’s Immediate Family or to a charitable organization; (iv) in the case of any such Permitted Transferee being an individual, by virtue of laws of descent and distribution upon death of such individual; (v) in the case of any such Permitted Transferee being an individual, pursuant to a qualified domestic relations order; (vi) to any partners (general or limited), members, shareholders or holders of similar Equity Securities of the Holder (or, in each case, its nominee or custodian) or any of their respective Affiliates; (vii) by virtue of applicable Law or the foregoingHolder’s Governing Documents upon liquidation or dissolution of the Holder; (viii) in connection with any pledge, whether hypothecation or other granting of a security interest in the Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the incurrence of any indebtedness by the Holder (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of PubCo Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction); provided, that in the event that such tender offer, merger, consolidation or other such transaction described in clauses (iis not completed, all Lock-Up Shares shall remain subject to the provisions of Section 2(b), (ii), ; or (iiix) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”)Holder; provided, however, that the foregoing shall not preclude Holder from engaging in any transaction that, in the securities case of another company clauses (i) through (ix), any such Permitted Transferees shall enter into a written agreement agreeing to be bound by the provisions set forth in this Section 2 prior to or concurrently with such Transfer.
(b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees to not, Transfer any Lock-Up Shares during the same sector Lock-Up Period.
(c) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in a similar sector as that substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Parent. The foregoing sentence Lock-Up Period, PubCo shall not apply take all reasonable steps required to remove such legend from the certificates evidencing the Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of the Lock-Up Shares.
(d) For the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of PubCo with respect to the transfer of Lock-Up Shares during the Lock-Up Period, including the right to vote any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by HolderLock-Up Shares.
Appears in 1 contract
Sources: Business Combination Agreement (ExcelFin Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): ) commencing from the Closing and ending on the earlier to occur of (i) December 31, 2024 and (ii) the six (6) month anniversary of the date Buyer receives the Stockholder Approval: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (ii), B) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (ii), B) or (iiiC), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, Holder (AI) by gift, will or intestate succession upon the death of Holder, (BII) to any Permitted Transferee (as defined below) or (CIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (AI), (BII) or (CIII) it shall shall, except as otherwise expressly provided below, be a condition to such transfer that the transferee executes and delivers to the Parent Buyer an agreement (a “Transferee Agreement”) stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1i) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship by bloodnatural person, marriage any of the following: such person’s spouse, the siblings of such person and his or adoptionher spouse, not more remote than first cousinand the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (2ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3iii) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (4iv) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution (provided, however, that if such distributee is not, taken together with its affiliates, a beneficial owner of Holder or at least five percent (5%) of the total issued and outstanding equity interests in the Seller, then such distributee will not be required to any affiliate of Holder execute and deliver a Transferee Agreement to the Buyer). ▇▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by ▇▇▇▇▇ that are consistent with the foregoing or that are necessary to any investment fund or other entity controlled by Holdergive further effect thereto.
Appears in 1 contract
Sources: Lock Up Agreement (Onconetix, Inc.)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF DECEMBER [ ], 2020 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and, with respect to the Restricted Securities, and ending on the earliest earlier of (x) the date that is 180 day anniversary of the date of days after the Closing and (y) the date after the Closing on which the Parent Pubco consummates a liquidation, merger, share exchange exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the ParentPubco’s shareholders having the right to exchange their equity holdings in the Parent Pubco for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided.
(b) Notwithstanding the provisions set forth in Section 1(a), however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all Transfers of the Restricted Securities owned that are held by Holderthe Holder (and that comply with this Section 1(b)) are permitted:
(i) in the case of the Holder or its permitted transferees, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee Affiliates of the Holders;
(ii) if the Holder is an entity, as a distribution to all of the shareholders, limited partners, members or (C) pursuant to a court order or settlement agreement related to other owners of similar equity interests of the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except Holder in accordance with this Agreement. As used the Holder’s organizational documents;
(iii) in this Agreementthe case of an individual, by gift to a member of the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship by bloodnatural person, marriage any of the following: such person’s spouse, the siblings of such person and his or adoptionher spouse, not more remote than first cousinand the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is to a trust, to the trustor beneficiary (or beneficiary beneficiaries) of such trust which is one or more members of the Holder’s immediate family, or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder.charitable organization;
Appears in 1 contract
Sources: Lock Up Agreement (Compass Digital Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of the Company, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): ) commencing from the Closing Date and ending on the earlier of (A) the six (6) month anniversary of the Closing Date and (B) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock of the Company for cash, securities or other property: (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the any Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by HolderHolder (each, a “Permitted Transferee”): (I) in the case of an entity, transfers (A) by gift, will or intestate succession upon to another entity that is an Affiliate of the death of Holder, (B) as part of a distribution to any Permitted Transferee members, partners or stockholders of Holder and (C) to officers or directors of Holder, any Affiliate or family member of any of Holder’s officers or directors, or to any members, officers, directors or employees of ▇▇▇▇▇▇ or any of its Affiliates; (II) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or an Affiliate of such person; (III) to a charitable organization; (IV) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual or for bona fide estate planning purposes; (V) in the case of an individual, transfers pursuant to a court order qualified domestic relations order; (VI) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution or settlement agreement related liquidation of the entity; (VII) transfers to the distribution Company; (VIII) transfers to satisfy any U.S. federal, state, or local income tax obligations of assets Holder (or its direct or indirect owners) to the extent necessary to cover any tax liability as a direct result of the Transactions; or (IX) in connection with the dissolution form of marriage a pledge of Restricted Securities in a bona fide transaction as collateral to secure obligations pursuant to lending or civil unionother financing arrangements between a Holder (or its Affiliates), on the one hand, and a third party, on the other hand, for the benefit of such Holder and/or its Affiliates; provided, however, that in any during the Lock-Up Period such third party shall not be permitted to foreclose upon such Restricted Securities or otherwise be entitled to enforce its rights or remedies with respect to the Restricted Securities, including, without limitation, the right to vote, transfer or take title to or ownership of cases (A)such Restricted Securities; provided, (B) or (C) however, that it shall be a condition to such any transfer pursuant to clauses (I) through (IX) above that the transferee Permitted Transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used ▇▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by the Company that are consistent with the foregoing or that are necessary to give further effect thereto. The restrictions set forth herein shall not restrict Holder from making a request for inclusion of its Restricted Securities in this Agreementany registration statement pursuant to any registration rights agreement between the Company and the Holder, provided that no public filing or public disclosure relating to such sale of securities is made during the term “Permitted Transferee” shall mean: Lock-Up Period.
(1b) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit Company may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the immediate family following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2025, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(d) For the avoidance of Holderany doubt, ▇▇▇▇▇▇ shall retain all of its rights as a stockholder of the Company during the Lock-Up Period, including the right to vote any Restricted Securities.
(3e) Notwithstanding anything in this Agreement to the contrary, the board of directors of the Company shall be entitled to release any Holder from any or all of its obligations hereunder on behalf of the Company; provided, however, that if one Holder is a trustreleased, the other Holders shall also be similarly released to the trustor or beneficiary of such trust or to same relative extent as the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by released Holder.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (xi) the 180 day one (1) year anniversary of the date of the Closing and Closing, or (yii) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all any of the ParentCompany’s shareholders having the right to securities are listed on a national securities exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i1) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii3) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i1), (ii2), or (iii3) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i1), (ii2), or (iii3), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant as a distribution to a court order limited partners, shareholders, members of, or settlement agreement related to owners of similar equity interests in Holder upon the distribution of assets in connection with the liquidation and dissolution of marriage or civil unionHolder; provided, however, that in any of cases (A), (B) or (C) ), it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company and the Contributor Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, or (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder.
Appears in 1 contract
Sources: Lock Up Agreement (BTHC X Inc)
Lock-Up Provisions. (a) Holder Notwithstanding the provisions set forth in Section 2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-Up Shares during, as applicable, the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares (i) to TLGY’s officers or directors, (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (v) by virtue of the laws of the State of Delaware or the Stockholder limited partnership agreement upon dissolution of the Stockholder, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder.
(b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the period commencing from Lock-Up Period for the Closing andShares or the Lock-Up Period for the Conditional Shares, with respect to as applicable (the Restricted Securities“Transfer Restriction”), ending except that, on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates post-merger TLGY completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders post-merger TLGY stockholders having the right to exchange their equity holdings in the Parent shares for cash, securities or other property (a “Subsequent Transaction”)property, (the “Transfer Restriction will terminate with respect to all Lock-Up Period”): Shares.
(ic) lendThe per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of TLGY by way of stock split, offerstock dividend, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option combination or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasereclassification, or otherwise transfer through merger, consolidation, reorganization, recapitalization or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securitiesbusiness combination, or by any other means.
(iiid) publicly disclose the intention to do If any of the foregoing, whether any such transaction described in clauses (i), (ii), Transfer is made or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such Transfer shall be null and void ab initio, and there TLGY shall refuse to recognize any such transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 2, TLGY may impose stop-transfer instructions with respect to the Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable.
(e) During the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable, each certificate (if any are issued) evidencing any Lock-Up Shares shall be no further transfer stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ● ], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(f) For the avoidance of such Restricted Securities except in accordance with this Agreement. As used in this Agreementany doubt, the term “Permitted Transferee” Stockholder shall mean: (1) retain all of its rights as a shareholder of TLGY with respect to the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust Lock-Up Shares during the Lock-Up Period for the direct or indirect benefit of Holder Closing Shares or the immediate family of HolderLock-Up Period for the Conditional Shares, (3) if Holder is a trustas applicable, including the right to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to vote any affiliate of Holder or to any investment fund or other entity controlled by HolderLock-Up Shares.
Appears in 1 contract
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MARCH 9, 2021 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, and ending on the earliest earlier of (x) the 180 day anniversary of one (1) year after the date of the Closing Closing, and (y) the date Holder owns less than 3% of the issued and outstanding BVI Pubco Ordinary Shares solely as a result of dilution of Holder’s ownership (provided that if Holder is an officer and/or director of BVI Pubco or any of its Subsidiaries after the Closing on which the Parent consummates a liquidationClosing, merger, share exchange Holder is also no longer serving as an officer or other similar transaction with an unaffiliated third party that results in all director of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities BVI Pubco or other property (a “Subsequent Transaction”), any of its Subsidiaries at such time) (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, Holder (AI) by gift, will or intestate succession upon the death of Holder, (BII) to any Permitted Transferee or (CIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (AI), (BII) or (CIII) it shall be a condition to such transfer that the transferee executes and delivers to the Parent BVI Pubco and BNN an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and that there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship by bloodnatural person, marriage any of the following: such person’s spouse, the siblings of such person and his or adoptionher spouse, not more remote than first cousinand the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by BVI Pubco that are consistent with the foregoing or that are necessary to any investment fund or other entity controlled by Holdergive further effect thereto.
Appears in 1 contract
Sources: Lock Up Agreement (MICT, Inc.)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MAY 14, 2019 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF SEPTEMBER 25, 2018 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby Subject to the exceptions set forth herein, during the Lock-Up Period (as defined below), each Company Shareholder agrees not to, during without the period commencing from prior written consent of the Company Board, Transfer any Company Ordinary Shares held or beneficially owned by such Company Shareholder as of the Closing and(the “Locked-Up Shares”); provided, with respect however, if any other holder of securities of the Company enters into an agreement relating to the Restricted Securitiessubject matter set forth in this Section 5.1 in connection with the Closing on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, ending waiver or amendment), then the less restrictive terms and conditions shall apply to each Company Shareholder or any permitted transferee (or any subsequent permitted transferee). The foregoing limitations shall remain in full force and effect for a period of one (1) year from and after the Closing Date (the “Lock-Up Period”).
(b) The restrictions set forth in Section 5.1(a) (the “Lock-Up Restrictions”) shall not apply to:
(i) in the case of an entity, Transfers to such entity’s officers, directors, any affiliates or family members of any of such entity’s officers or directors, any direct or indirect members of such entity or their affiliates, any affiliates of such entity, including to funds affiliated with Vista Holdings and to limited partners of funds affiliated with Vista Holdings or any affiliates thereof, or any employees of such affiliates;
(ii) in the case of an individual, Transfers by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual;
(iv) in the case of an individual, pursuant to a qualified domestic relations order;
(v) Transfers by private sales or Transfers made in connection with the Closing at prices no greater than the price at which the Locked-Up Shares were originally purchased;
(vi) in the case of an entity, Transfers by virtue of such entity’s Organizational Documents upon liquidation or dissolution of such entity;
(vii) Transfers to the Company for no value for cancellation in connection with the Closing;
(viii) Transfers of any Company Ordinary Shares acquired as part of any PIPE Financing;
(ix) pledges of any Locked-Up Shares held by such Company Shareholder to a financial institution that create a mere security interest in such Locked-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as such Company Shareholder continues to control the exercise of the voting rights of such pledged Locked-Up Shares as well as any foreclosures on the earliest of such pledged Locked-Up Shares;
(x) Transfers made after the 180 day anniversary date on which the closing price of the date of Company Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the Closing and like) for any twenty (y20) the date Trading Days within any thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing on which Date;
(xi) the Parent consummates establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the Lock-Up period and no public announcement or filing is voluntarily made regarding such plan during the Lock-Up Period;
(xii) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the ParentCompany’s shareholders having the right to exchange their equity holdings in the Parent Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date;
(xiii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Subsequent TransactionCode”), or the U.S. Treasury Regulations promulgated thereunder (the “LockRegulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368(a) of the Code (and the Mergers do not qualify for similar tax-Up Period”): free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction; and
(ixiv) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 indirectlyin the case of an individual who is a tax resident of India, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers Transfer in light of Indian tax exposure they are expected to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession experience upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; Closing. provided, however, that in any the case of cases clauses (Ai) through (iv), (Bvi) or and (Cxi) it shall be these permitted transferees must enter into a condition to such transfer that written agreement, in substantially the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions form of this Agreement applicable Agreement, agreeing to Holder, be bound by the Lock-Up Restrictions and there shall be no further transfer of such Restricted Securities except in accordance with have the same rights and benefits under this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for For purposes of this Agreementparagraph, “immediate family” shall mean any relationship a spouse, domestic partner, child, grandchild or other lineal descendant (including by blood, marriage or adoption, not more remote than first cousin), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.
(2c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period with respect to Subject Shares it owns, including the right to vote any trust Locked-Up Shares.
(d) In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the direct registration or indirect benefit transfer of Holder the Locked-Up Shares, are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by HolderLock-Up Restrictions.
Appears in 1 contract
Sources: Lock Up and Support Agreement (Cartica Acquisition Corp)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF JUNE 4, 2020 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing to Transfer any Restricted Securities from and after the Closing and, with respect to and until the Restricted Securities, ending on the earliest earlier of (x) the 180 day six (6) month anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates Motion completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the ParentMotion’s shareholders stockholders having the right to exchange their equity holdings in the Parent Motion for cash, securities or other property (clause (y), a “Subsequent TransactionLiquidity Event”), (and such period, the “Lock-Up up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, provided that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence restrictions shall not apply to the transfer Transfer of any or all of the Restricted Securities owned by Holder, Holder made in respect of a Permitted Transfer (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionas defined below); provided, howeverfurther, that in any of cases (A)case of a Permitted Transfer, (B) or (C) it shall be a condition to such transfer Transfer that the transferee executes and delivers to Motion and Ambulnz an agreement, in substantially the Parent an agreement same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, “Transfer” shall mean (i) the sale of, offer to sell, contract or agreement to sell, grant of any option to purchase or otherwise dispose of or agreement to dispose of any Restricted Securities, or to enter into any swap, hedging, short sale or purchase, sale, or grant of any right (including any put or call option) with respect to the Restricted Securities or any security that includes, relates to, or derives any part of its value from the Restricted Securities or (ii) public announcement of any intention to effect any transaction specified in clause (i). As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate familyTransfer” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), a Transfer made: (2A) any trust for in the direct or indirect benefit case of Holder being an individual, by gift to a member of one of the individual’s immediate family, an estate planning vehicle or the immediate family of Holder, (3) if Holder is to a trust, to the trustor or beneficiary of which is a member of the individual’s immediate family, an affiliate of such trust person or to a charitable organization; (B) in the estate case of Holder being an individual, by virtue of laws of descent and distribution upon death of Holder; (C) in the case of Holder being an individual, pursuant to a beneficiary of such trustqualified domestic relations order; (D) by distributions from Holder to its members, (4) as a distribution to limited partners, or shareholders, members of; (E) by virtue of applicable law or the Holder’s organizational documents upon liquidation or dissolution of Holder;; (F) any hypothecation or pledge securing a loan, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5G) to any affiliate Affiliates of the Holder or to any investment fund employees, officers, directors or other entity controlled by members of the Holder or any Affiliates of the Holder.
Appears in 1 contract
Lock-Up Provisions. (a) Each Lock-Up Holder hereby agrees that it, he or she shall not to, during Transfer any Common Stock until 180 days after the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary completion of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), Business Combination (the “Lock-Up Period”): ).
(b) Notwithstanding the provisions set forth in Section 11(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option the Company’s officers 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 indirectlydirectors, any Restricted Securitiesaffiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock-Up Holder or any member of such Lock-Up Holder; (ii) enter into any swap in the case of an individual, by gift to a member of such individual’s immediate family or other arrangement that transfers to anothera trust, in whole the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or in part, any of the economic consequences of ownership of the Restricted Securities, or to a charitable organization; (iii) publicly disclose in the intention case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to do any a qualified domestic relations order; or (v) by virtue of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any laws of the foregoing described in clauses State of Nevada or a Lock-Up Holder’s organizational documents upon dissolution of such Lock-Up Holder (i), (ii), or (iii)each such transferee, a “Prohibited TransferPermitted Transferee”); provided, however, that that, in each case, any such Permitted Transferees must enter into a written agreement with the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply Company agreeing to be bound by the transfer of restrictions herein in this Section 11(c) and the other restrictions contained in this Agreement.
(c) If any Transfer not permitted under this Section 11 is made or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such purported prohibited Transfer shall be null and void ab initio, and there the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 11(d), the Company may impose stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period.
(d) During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder shall be no further transfer marked with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, DATED AS OF March 12, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(e) For the avoidance of doubt, each Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock-Up Period, including the right to vote any such Restricted Securities except that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in accordance with this Agreement. As used in this AgreementSection 11(e) upon the expiration of the applicable Lock-Up Period and (ii) cause its legal counsel, at the term “Permitted Transferee” shall mean: (1) Company’s expense, to deliver the members of Holder’s immediate family (for purposes of this Agreementnecessary legal opinions, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trustany, to the trustor or beneficiary of such trust or to transfer agent in connection with the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holderinstruction under Section 11(f)(i).
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (RumbleON, Inc.)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest earlier of (x) the 180 day one (1) year anniversary of the date of the Closing and or (y) the date after the Closing on which the Parent Purchaser consummates a liquidation, merger, share exchange or other similar transaction following the Closing with an unaffiliated third party that results in all of the ParentPurchaser’s shareholders having the right to exchange their equity holdings in the Parent Purchaser for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Exchange Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities Purchaser Ordinary Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by Holdera Restricted Holder (other than Escrow Shares until such Escrow Shares are disbursed to such Restricted Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement), either during his lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementIn addition, each Restricted Holder agrees that such Restricted Holder will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the term “Permitted Transferee” registration of any Exchange Shares or any other Purchaser Ordinary Shares or any security convertible into or exercisable or exchangeable for Purchaser Ordinary Shares, whether pursuant to the Registration Rights Agreement or otherwise. Each Restricted Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Each Restricted Holder further acknowledge and agrees that it shall mean: not be permitted to engage in any Prohibited Transfer with respect to any Escrow Shares until such Escrow Shares are disbursed to such Restricted Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement.
(1c) Notwithstanding the members foregoing, each Restricted Holder may during the Lock-Up Period pledge their Exchange Shares (other than their Escrow Shares) to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Company or any of Holder’s immediate family its Subsidiaries.
(for purposes d) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and Purchaser shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoptionPurchaser may impose stop-transfer instructions with respect to the Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(e) During the Lock-Up Period (and with respect to any Escrow Shares, not more remote than first cousinif longer, during the period when such Escrow Shares are held in the Escrow Account), (2) each certificate evidencing any trust for Exchange Shares shall be stamped or otherwise imprinted with a legend in substantially the direct or indirect benefit of Holder or the immediate family of Holderfollowing form, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF JULY 5, 2016 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (aa. Notwithstanding the provisions set forth in Section 2(b) Holder hereby agrees not toand Section 2(c), below, the Stockholder or its Permitted Transferees may Transfer the Lock-Up Shares:
i. during the period commencing from Lock-Up Period (i) to its officers or directors, (ii) to any Affiliates of the Closing andStockholder; (iii) in respect of (i) or (ii), with in the case of an individual, by bona fide gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (v) in the case an individual, pursuant to a domestic order or a negotiated divorce settlement, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the Restricted Securities, ending on same extent as the earliest of (x) Stockholder; and
ii. following such time that the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a Company completes any liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all stockholders of the Parent’s shareholders Surviving Corporation having the right to exchange their equity holdings in the Parent shares for cash, securities or other property (a “Subsequent Transaction”)property.
b. The Stockholder hereby agrees that, (during the “Initial Lock-Up Period”): (i, other than as permitted in Section 2(a) lendhereof, offerit shall not, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares.
c. The Stockholder hereby agrees that, during the economic consequences Second Lock-Up Period, other than as permitted in Section 2(a) hereof, it shall not, and shall cause any of ownership its Permitted Transferees not to, Transfer any Lock-Up Shares representing more than five percent (5%) of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging aggregate Lock-Up Shares in any transaction in the securities of another company in the same sector calendar month.
d. If any Transfer is made or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such Transfer shall be null and void ab initio, and there the Company shall refuse to recognize any such transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
e. During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be no further transfer stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF OCTOBER [●], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” For the avoidance of such Restricted Securities except in accordance with this Agreement. As used in this Agreementany doubt, the term “Permitted Transferee” Stockholder shall mean: (1) retain all of its rights as a stockholder of the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company with respect to the trustor or beneficiary of such trust or Lock-Up Shares during the Lock-Up Period, including the right to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to vote any affiliate of Holder or to any investment fund or other entity controlled by HolderLock-Up Shares.
Appears in 1 contract
Sources: Merger Agreement (Nxu, Inc.)
Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of Pubco, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): ) commencing from the Closing Date and ending on the earlier of (A) the six (6) month anniversary of the Closing Date and (B) the date on which Pubco consummates a subsequent liquidation, merger, capital stock exchange, reorganization, or other similar transaction which results in all of the stockholders of Pubco having the right to exchange their shares of Pubco Stock for cash, securities or other property: (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the any Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by HolderHolder (each, a “Permitted Transferee”): (I) in the case of an entity, transfers (A) by gift, will or intestate succession upon to another entity that is an Affiliate of the death of Holder, (B) as part of a distribution to any Permitted Transferee members, partners or stockholders of Holder and (C) to officers or directors of Holder, any Affiliate or family member of any of Holder’s officers or directors, or to any members, officers, directors or employees of Holder or any of its Affiliates; (II) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person; (III) to a charitable organization; (IV) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (V) in the case of an individual, transfers pursuant to a court order qualified domestic relations order; (VI) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (VII) transfers to satisfy any U.S. federal, state, or settlement agreement related local income tax obligations of Holder (or its direct or indirect owners) to the distribution extent necessary to cover any tax liability as a direct result of assets the Transactions; or (VIII) in connection with the dissolution form of marriage a pledge of Restricted Securities in a bona fide transaction as collateral to secure obligations pursuant to lending or civil unionother financing arrangements between a Holder (or its Affiliates), on the one hand, and a third party, on the other hand, for the benefit of such Holder and/or its Affiliates; provided, however, that in any during the Lock-Up Period such third party shall not be permitted to foreclose upon such Restricted Securities or otherwise be entitled to enforce its rights or remedies with respect to the Restricted Securities, including, without limitation, the right to vote, transfer or take title to or ownership of cases (A)such Restricted Securities; provided, (B) or (C) however, that it shall be a condition to such any transfer pursuant to clauses (I) through (VIII) above that the transferee Permitted Transferee executes and delivers to the Parent Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used ▇▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. The restrictions set forth herein shall not restrict Holder from making a request for inclusion of its Restricted Securities in this Agreementany registration statement pursuant to any registration rights agreement between Pubco and the Holder, provided that no public filing or public disclosure relating to such sale of securities is made during the term “Permitted Transferee” shall mean: Lock-Up Period.
(1b) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and Pubco shall refuse to recognize any relationship by bloodsuch purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for Pubco may impose stop-transfer instructions with respect to the direct or indirect benefit Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the immediate family following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JUNE 23, 2025, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(d) For the avoidance of Holderany doubt, (3) if Holder is a trust, to the trustor or beneficiary shall retain all of such trust or to the estate of a beneficiary of such trust, (4) its rights as a distribution stockholder of Pubco during the Lock-Up Period, including the right to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to vote any affiliate of Holder or to any investment fund or other entity controlled by HolderRestricted Securities.
Appears in 1 contract
Sources: Lock Up Agreement (Columbus Circle Capital Corp. I)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Purchase Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MARCH ___, 2022 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing to (1) Transfer any Restricted Securities from and after the Closing and, with respect to and until the Restricted Securities, ending on the earliest earlier of (x) the 180 day six (6) month anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates STPK completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the ParentSTPK’s shareholders stockholders having the right to exchange their equity holdings in the Parent STPK for cash, securities or other property (clause (y), a “Subsequent TransactionLiquidity Event”), (and such period, the “Lock-up Period”), and (2) from and after the execution of the Merger Agreement and until the end of the Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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, engage in any Restricted Securities, (ii) enter into any swap short sales or other arrangement that transfers to another, hedging or derivative transactions in whole respect of STPK Common Shares or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”)STPK Warrants; provided, however, provided that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence restrictions shall not apply to the transfer Transfer of any or all of the Restricted Securities owned by Holder, Holder made in respect of a Permitted Transfer (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionas defined below); provided, howeverfurther, that in any of cases (A)case of a Permitted Transfer, (B) or (C) it shall be a condition to such transfer Transfer that the transferee executes and delivers to STPK and the Parent Company an agreement agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, “Transfer” shall mean (i) the sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii). As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate familyTransfer” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), a Transfer made: (2A) any trust for in the direct or indirect benefit case of Holder being an individual, by gift to a member of one of the individual’s immediate family, an estate planning vehicle or the immediate family of Holder, (3) if Holder is to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (B) in the case of Holder being an individual, by virtue of laws of descent and distribution upon death of Holder; (C) in the case of Holder being an individual, pursuant to a qualified domestic relations order; (D) by pro rata distributions from Holder to its members, partners, or shareholders pursuant to the trustor Holder’s organizational documents; (E) by virtue of applicable law or beneficiary the Holder’s organizational documents upon liquidation or dissolution of such trust or Holder; (F) to STPK for no value for cancellation in connection with the consummation of a Liquidity Event; (G) in the event of STPK’s liquidation prior to the estate completion of a beneficiary Liquidity Event; (H) in the event of such trustcompletion of a liquidation, (4) as merger, capital stock exchange, reorganization or other similar transaction which results in all of the STPK’s holders of STPK Common Shares having the right to exchange their STPK Common Shares for cash, securities or other property subsequent to the completion of a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder Liquidity Event; or (5I) to any affiliate employees, officers, directors or members of the Holder or to any investment fund or other entity controlled by affiliates of the Holder.
Appears in 1 contract
Sources: Lock Up Agreement (Star Peak Energy Transition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent ListCo consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the ParentListCo’s shareholders having the right to exchange their equity holdings in the Parent ListCo for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the ParentListCo. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder▇▇▇▇▇▇, (A) by gift, will or intestate succession upon the death of Holder▇▇▇▇▇▇, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent ListCo an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder.
Appears in 1 contract
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Purchase Agreement (the “Closing”) and ending on the earliest of (x) the 180 day six (6) months anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MAY 26, 2023 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF JULY [ ], 2021 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Subject to Section 1(b) and the other terms of this Agreement, ▇▇▇▇▇▇ agrees that it shall not effectuate a Transfer of the Restricted Securities that are held by the Holder hereby agrees not to, during the period commencing from the Share Acquisition Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of Date until the date of the Closing and that is one hundred eighty (y180) the date days after the Share Acquisition Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), Date (the “Lock-Up Period”): ); [provided, that, the Holder shall be permitted at any time to Transfer or sell a number of Restricted Securities solely to the extent that the proceeds from such sale shall be used to satisfy the Holder’s tax obligations in respect of (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesHolding Ordinary Shares received by the Holder, (ii) enter into the exercise of any swap Company Options or other arrangement that transfers to anothersettlement of any Company RSUs, in whole including the payment or in part, reimbursement of any exercise or call price related thereto and the payment or reimbursement of the economic consequences of ownership of the Restricted Securities, any tax obligations related thereto or (iii) publicly disclose the intention other Transactions contemplated by the Business Combination Agreement (including Sections 2.4 and 2.5 thereof)]1. 1 Note to do any of Form: Exception to be included only for certain Key Company Shareholders.
(b) Notwithstanding the foregoing, whether any such transaction described provisions set forth in clauses (iSection 1(a), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all Transfers of the Restricted Securities owned that are held by the Holder (and that have complied with this Section 1(b)) are permitted (i) in the case of the Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, any members of the Holder, or any Affiliates of the Holder, (Aii) to shareholders or limited partners of the Holder, or, in the case of a Holder which is a limited liability partnership, its members, (iii) in the case of an individual, by gift to a member of the Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is one or more member of the Holder’s immediate family, an Affiliate of such person or to a charitable organization, (iv) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual, (v) in the case of an individual, pursuant to a qualified domestic relations order or in connection with a divorce settlement, (vi) by giftvirtue of the laws of the Holder’s jurisdiction of incorporation or organization, will the Holder’s organizational documents or intestate succession the rights attaching to the equity interests in the Holder upon dissolution of the death of Holder, (Bvii) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution exercise of marriage any options, warrants or civil unionother convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (ix) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, (xi) [upon the occurrence of a Compliance Event, in which case, the Holder shall at any time be entitled to Transfer all or a portion of their Restricted Securities]2, and [(xii)] in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of Holdings Ordinary Shares involving a change of control of Holdings or which results in all of the holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, however, that in any each of cases clauses (Ai) through (xi[i]), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the Parent an agreement stating that terms of Section 1(a) of this Agreement (unless the transferee is receiving Holdings). If dividends are declared and holding payable on the Holder’s Restricted Securities in Holdings Ordinary Shares, such dividends will also be Restricted Securities subject to the provisions terms of Section 1(a) of this Agreement applicable Agreement.
(c) If any Transfer is made or attempted contrary to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such Transfer shall mean be null and void ab initio, and Holdings shall refuse to recognize any relationship by bloodsuch transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Holdings may impose stop-transfer instructions with respect to the trustor Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or beneficiary otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(e) For the avoidance of such trust or any doubt, the Holder shall retain all of its rights as a shareholder of Holdings with respect to the estate of a beneficiary of such trustRestricted Securities during the Lock-Up Period, (4) as a distribution including the right to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon receive dividends and the liquidation and dissolution of Holder or (5) right to vote any affiliate of Holder or to any investment fund or other entity controlled by HolderRestricted Securities.
Appears in 1 contract
Lock-Up Provisions. (a) The Restricted Holder hereby agrees not to, during the period commencing from the consummation of the transactions contemplated by the Closing and, with respect to the Restricted Securities, and ending on the earliest of (x) the 180 day 12-month anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesShares, (ii) engage or enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesShares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Shares owned by the Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionRestricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Shares except in accordance with this Agreement. As used in this AgreementThe Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto and any Restricted Shares transferred during the Lock-Up Period shall remain subject to the restrictions set forth herein for the duration of the Lock-Up Period provided the Company consents to such transfer, which consent shall not be unreasonably withheld.
b) If any Prohibited Transfer is made or attempted contrary to the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Restricted Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Restricted Shares of the Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
c) The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to enter into this Lockup Agreement. The Restricted Holder acknowledges and agrees that the Company and the Buyer have not provided any recommendation or beneficiary of such trust investment advice and the Restricted Holder has consulted his, her or its own legal, accounting, financial, regulatory and tax advisors to the estate extend deemed appropriate. All authority conferred or agreed to be conferred and any obligations of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the Restricted Holder under this Lockup Agreement will be binding upon the liquidation and dissolution successors, assigns, heirs or personal representatives of Holder the Restricted Holder.
d) During the Lock-Up Period, each certificate evidencing any Restricted Shares shall be stamped or (5) otherwise imprinted with a legend in substantially the following form, in addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MARCH 13, 2025 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AND AS MAY BE AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Sources: Lock Up Agreement (International Media Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of the Acquiror in accordance with Section 2(h), during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): ) commencing from the Closing and ending on the Lock-Up Expiry Date: (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted SecuritiesSecurities owned by Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesSecurities owned by Holder, or (iii) publicly disclose the announce any intention to do effect any of the foregoing, whether any such transaction described specified in clauses clause (i), ) or (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided that any pledge, hypothecation or other grant of a security interest in Restricted Securities to one or more lending institutions as collateral or security for or in connection with any margin loan, or other loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof and any transfers of such Restricted Securities upon foreclosure, shall not be deemed a Prohibited Transfer, so long as such lending institutions agree in writing to be bound by the restrictions set forth in this Agreement as Permitted Transferees; and provided, howeverfurther, that that, for the avoidance of doubt, to the extent the undersigned has demand, piggyback and/or other registration rights, the foregoing shall not preclude Holder prohibit the undersigned from engaging in any transaction in notifying the securities of another company in Acquiror privately that it is or will be exercising its demand and/or piggyback registration rights following the same sector or in a similar sector as that expiration of the ParentLock-Up Period and requiring preparations related thereto, including confidential submission of a registration statement with the SEC. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, Holder (AI) by gift, will or intestate succession upon the death of Holder, (BII) to any Permitted Transferee (as defined below), (III) by operation of law or (C) pursuant to a court order order, such as a qualified domestic relations order, divorce decree or settlement separation agreement related to the distribution of assets or (IV) in connection with the dissolution Acquiror’s consummation of marriage a liquidation, merger, share exchange, reorganization, tender offer or civil unionother similar transaction that results in all of Acquiror’s stockholders having the right to exchange their equity holdings in Acquiror for cash, securities or other property; provided, however, that in any of cases (AI), (BII) or (CIII) it shall be a condition to such transfer that the transferee executes and delivers to Acquiror and the Parent Company an agreement agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship by bloodnatural person, marriage any of the following: such person’s spouse or adoptiondomestic partner, not more remote than first cousinthe siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3C) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) as a distribution to limited if Holder is an entity, any direct or indirect partners, shareholdersmembers or equity holders of Holder, members ofany affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, or owners of similar equity interests in Holder upon the liquidation and dissolution as amended) of Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates and (5E) in the case of TS or Atairos (each, a “Major Holder”), any Permitted Transferee of such Holder as defined in the Stockholders’ Agreement as in effect as of the Closing. Holder further agrees to any affiliate of Holder execute such agreements as may be reasonably requested by Acquiror or the Company that are consistent with the foregoing or that are necessary to any investment fund or other entity controlled by Holdergive further effect thereto.
Appears in 1 contract
Lock-Up Provisions. (a) The Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, and ending on the earliest of (x) the 180 day 12-month anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesShares, (ii) engage or enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesShares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Shares owned by the Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Shares except in accordance with this Agreement. As used in this AgreementThe Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto and any Restricted Shares transferred during the Lock-Up Period shall remain subject to the restrictions set forth herein for the duration of the Lock-Up Period provided the Company consents to such transfer, which consent shall not be unreasonably withheld.
b) If any Prohibited Transfer is made or attempted contrary to the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Restricted Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Restricted Shares of the Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
c) The Restricted Holder hereby represent and warrant that the Restricted Holder has full power and authority to enter into this Lockup Agreement. The Restricted Holder acknowledges and agrees that the Company and the Buyer have not provided any recommendation or beneficiary of such trust investment advice nor have the Restricted Holder has consulted his, her or its own legal, accounting, financial, regulatory and tax advisors to the estate extend deemed appropriate. All authority conferred or agreed to be conferred and any obligations of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the Restricted Holder under this Lockup Agreement will be binding upon the liquidation and dissolution successors, assigns, heirs or personal representatives of Holder the Restricted Holder.
d) During the Lock-Up Period, each certificate evidencing any Restricted Shares shall be stamped or (5) otherwise imprinted with a legend in substantially the following form, in addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MARCH 11, 2025 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CONTENT CREATION MEDIA LLC, AS MAY BE AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Sources: Lock Up Agreement (International Media Acquisition Corp.)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Exchange Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities the Exchange Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares (1other than their Escrow Shares) to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the members Company or any of Holder’s immediate family its Subsidiaries.
(for purposes c) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and Purchaser shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Purchaser may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF [ ] BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF DECEMBER 29, 2021 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during Notwithstanding the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results provisions set forth in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”Section 2(b), (the “Stockholder or its Permitted Transferees may Transfer the Lock-Up Period”): up Shares during any Lock-up Period (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option the Company’s officers 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 Restricted Securitiesdirectors, (ii) enter into to any swap or other arrangement that transfers to another, in whole or in part, any Affiliates of the economic consequences of ownership of the Restricted Securities, or Stockholder; (iii) publicly disclose in respect of (i) or (ii), in the intention case of an individual, by gift to do any a member of such individual’s immediate family or to a trust, the foregoingbeneficiary of which is the Stockholder, whether any a member of such transaction described individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in clauses respect of (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities case of another company in the same sector or in a similar sector as that an individual, by virtue of laws of descent and distribution upon death of such individual; (v) by virtue of the Parent. The foregoing sentence shall not apply to the transfer of any or all laws of the Restricted Securities owned by Holder, (A) by gift, will State of Delaware or intestate succession the Stockholder limited partnership agreement upon dissolution of the death of Holder, (B) to any Permitted Transferee Stockholder or (Cvi) pursuant in connection with sales, the proceeds of which will be applied solely to a court order or settlement agreement related to cover applicable taxes owed by the distribution of assets holder thereof in connection with the dissolution issuance of marriage or civil union; providedequity awards from the Company, howeverin each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder.
(b) The Stockholder hereby agrees that in it shall not, and shall cause any of cases its Permitted Transferees not to, Transfer any Lock-Up Shares during any Lock-Up Period (Athe “Transfer Restriction”), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall meanfollowing: (1i) with respect to 5,459,598.33 (five million four hundred fifty-nine thousand five hundred ninety eight and one-third) Lock-Up Shares (the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinFirst Tranche”), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, no Transfer Restrictions shall apply to the trustor or beneficiary First Tranche after the expiration of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder.First Lock-Up Period;
Appears in 1 contract
Sources: Lock Up Agreement (Global Commodities & Investments Ltd.)
Lock-Up Provisions. (a) Each Lock-Up Holder hereby agrees that it, he or she shall not to, during Transfer any Common Stock until 180 days after the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary completion of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), Acquisition (the “Lock-Up Period”): ).
(b) Notwithstanding the provisions set forth in Section 10(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option the Company’s officers 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 indirectlydirectors, any Restricted Securitiesaffiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock-Up Holder or any member of such Lock-Up Holder; (ii) enter into any swap in the case of an individual, by gift to a member of such individual’s immediate family or other arrangement that transfers to anothera trust, in whole the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or in part, any of the economic consequences of ownership of the Restricted Securities, or to a charitable organization; (iii) publicly disclose in the intention case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to do any a qualified domestic relations order; or (v) by virtue of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any laws of the foregoing described in clauses State of Nevada or a Lock-Up Holder’s organizational documents upon dissolution of such Lock-Up Holder (i), (ii), or (iii)each such transferee, a “Prohibited TransferPermitted Transferee”); provided, however, that that, in each case, any such Permitted Transferees must enter into a written agreement with the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply Company agreeing to be bound by the transfer of restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement.
(c) If any Transfer not permitted under this Section 10 is made or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such purported prohibited Transfer shall be null and void ab initio, and there the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company may impose stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period.
(d) During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder shall be no further transfer marked with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, DATED AS OF APRIL 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(e) For the avoidance of doubt, each Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock-Up Period, including the right to vote any such Restricted Securities except that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the lock-up legend in accordance with this Agreement. As used in this AgreementSection 10(d) upon the expiration of the applicable Lock-Up Period and (ii) cause its legal counsel, at the term “Permitted Transferee” shall mean: (1) Company’s expense, to deliver the members of Holder’s immediate family (for purposes of this Agreementnecessary legal opinions, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trustany, to the trustor or beneficiary of such trust or to transfer agent in connection with the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holderinstruction under this Section 10(e).
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Ondas Holdings Inc.)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing to (1) Transfer any Restricted Securities from and after the Closing and, with respect to and until the Restricted Securities, ending on the earliest earlier of (x) the 180 day anniversary of the date of that is six (6) months following the Closing and (y) the date after the Closing on which the Parent consummates STPC completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the ParentSTPC’s shareholders stockholders having the right to exchange their equity holdings in the Parent STPC for cash, securities or other property (clause (y), a “Subsequent TransactionLiquidity Event”), (and such period, the “Lock-up Period”), and (2) from and after the execution of the Merger Agreement and until the end of the Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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, engage in any Restricted Securities, (ii) enter into any swap short sales or other arrangement that transfers to another, hedging or derivative transactions in whole respect of STPC Common Shares or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”)STPC Warrants; provided, however, provided that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence restrictions shall not apply to the transfer Transfer of any or all of the Restricted Securities owned by Holder, Holder made in respect of a Permitted Transfer (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionas defined below); provided, howeverfurther, that in any of cases (A)case of a Permitted Transfer, (B) or (C) it shall be a condition to such transfer Transfer that the transferee executes and delivers to STPC and the Parent Company an agreement agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, “Transfer” shall mean (i) the sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii). As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate familyTransfer” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), a Transfer made: (2A) any trust for in the direct or indirect benefit case of Holder being an individual, by gift to a member of one of the individual’s immediate family, an estate planning vehicle or the immediate family of Holder, (3) if Holder is to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (B) in the case of Holder being an individual, by virtue of laws of descent and distribution upon death of Holder; (C) in the case of Holder being an individual, pursuant to a qualified domestic relations order; (D) by pro rata distributions from Holder to its members, partners, or shareholders pursuant to the trustor Holder’s organizational documents; (E) by virtue of applicable law or beneficiary the Holder’s organizational documents upon liquidation or dissolution of Holder; (F) to STPC for no value for cancellation in connection with the consummation of a Liquidity Event or the cashless exercise of options or warrants of STPC (provided that, for the avoidance of doubt, any securities received in such trust or cashless exercise shall be deemed to be Restricted Securities hereunder); (G) in the event of STPC’s liquidation prior to the estate completion of a beneficiary Liquidity Event; (H) in the event of such trustcompletion of a liquidation, (4) as merger, capital stock exchange, reorganization or other similar transaction which results in all of the STPC’s holders of STPC Common Shares having the right to exchange their STPC Common Shares for cash, securities or other property subsequent to the completion of a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder Liquidity Event; or (5I) to any affiliate employees, officers, directors or members of the Holder or to any investment fund or other entity controlled by affiliates of the Holder.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): ) commencing from the Closing and ending on the six (i6) month anniversary of the Closing: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (ii), B) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (ii), B) or (iiiC), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, Holder (AI) by gift, will or intestate succession upon the death of Holder, (BII) to any Permitted Transferee (as defined below) or (CIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (AI), (BII) or (CIII) it shall shall, except as otherwise expressly provided below, be a condition to such transfer that the transferee executes and delivers to Parent and the Parent Representative an agreement (a “Transferee Agreement”) stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1i) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship by bloodnatural person, marriage any of the following: such person’s spouse, the siblings of such person and his or adoptionher spouse, not more remote than first cousinand the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (2ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder▇▇▇▇▇▇, (3iii) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (4iv) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon Holder. ▇▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by Parent or the liquidation and dissolution of Holder Parent Representative that are consistent with the foregoing or (5) that are necessary to any affiliate of Holder or to any investment fund or other entity controlled by Holdergive further effect thereto.
Appears in 1 contract
Sources: Lock Up Agreement (Onconetix, Inc.)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF APRIL 8, 2022 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”)Closing, (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the ParentListCo. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by HolderH▇▇▇▇▇, (A) by gift, will or intestate succession upon the death of HolderH▇▇▇▇▇, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent ListCo an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holder.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees The Consultant and its nominees or transferees with respect to the Class A Ordinary Shares and the Class B Ordinary Shares (including, but not limited to, during the period commencing from the Closing and, with respect to the Restricted SecuritiesClass B Ordinary Shares, ending as set forth on the earliest of (xsignature page hereto) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right hereby agrees not to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that ) for the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that duration of the Parent. “Lock-Up Period”, in relation to 100% of the Restricted Securities, for the period commencing on and from the Closing and ending nine (9) months after the date of the Closing.
(b) The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (BI) to any Permitted Transferee or (CII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any either of cases (A), (BI) or (C) II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Parent Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holderthe Consultant, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holderthe Consultant’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship by bloodnatural person, marriage any of the following: such person’s spouse or adoptiondomestic partner, not more remote than first cousinthe siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder the Consultant or the immediate family of Holderthe Consultant, (3) if Holder the Consultant is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to in the case of an entity, officers, directors, general partners, limited partners, shareholders, members ofmembers, or owners shareholders of similar equity interests in Holder upon the liquidation and dissolution of Holder such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of Holder the Consultant, and (6) any transferee whereby there is no change in beneficial ownership, and (6) Consultant’s nominees or transferees with respect to any investment fund Consultant’s Class A Ordinary Shares and the Class B Ordinary Shares. The Consultant and its nominees or other entity controlled transferees further agree to be bound by Holderthe provisions of this Agreement and further, to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.
Appears in 1 contract
Sources: Lock Up Agreement (Energem Corp)
Lock-Up Provisions. (a) Each Holder hereby agrees not to, during to Transfer any Lock-Up Securities until the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary end of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract ; provided that the Heramba Holders may exchange their Lock-Up Securities through the Contribution and pursuant to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any the terms of the economic consequences Business Combination Agreement and the form of ownership of the Restricted Securities, or Contribution Agreement contained therein.
(iiib) publicly disclose the intention to do any of Notwithstanding the foregoing, whether any such transaction described the restrictions set forth in clauses (iSection 2(a), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer following, provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company and the KB Lender that are consistent with the foregoing or that are necessary to give further effect thereto:
(i) in the case of any an individual, Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family of the Holder is the legal and beneficial owner of all of the Restricted Securities owned outstanding equity securities or similar interests, (B) by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family, or an Affiliate of such Person, (C) by virtue of will, intestate succession or the laws of descent and distribution upon death of the Holder, (D) as a bona fide gift or gifts or charitable contribution, or for bona fide estate planning purposes or (E) by operation of law, including bankruptcy laws, or pursuant to a court order, including a qualified domestic relations order, divorce decree, divorce settlement or separation agreement;
(ii) in the case of an entity, Transfers (A) to another entity that is an Affiliate of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by gift, will or intestate succession upon under common control with the death of Holder, (B) as part of a distribution to any Permitted Transferee members, partners, shareholders or equityholders of such Holder, or (C) pursuant to a court order by virtue of applicable laws, including bankruptcy laws, or settlement agreement related to laws of the distribution state or jurisdiction of assets in connection with the Holder’s organization or the Holder’s organizational documents upon dissolution of marriage or civil union; provided, however, the Holder;
(iii) in the case of an entity that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Transfer to the a trustor or beneficiary of such the trust or to the estate of a beneficiary of such trust;
(iv) Transfers to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture of Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with the termination of the Holder’s service to the Company; or
(v) the establishment, by the Holder, at any time after the Closing, of any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for the transfer of the Lock-Up Securities; provided, however, that such plan does not provide for, or permit, the Transfer of any Lock-Up Securities during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that (A) in the case of clause (ii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (i), (4ii) and (iii), it shall be a condition to the Transfer or distribution that each applicable permitted transferee, trustee, donee or distributee enter into a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such permitted transferee shall expressly refer only to the immediate family of the applicable Holder and not to the immediate family of such permitted transferee), agreeing to be bound by the Transfer restrictions set forth in this Agreement.
(c) Any purported Transfer contrary to the provisions of this Agreement shall be void ab initio, and the Company shall refuse to recognize any such purported transferee of the Lock-Up Securities as an equity holder for any purpose. Each Holder acknowledges and agrees that during the Lock-Up Period, stop transfer orders shall be placed against the Lock-Up Securities and each certificate or book entry position statement evidencing Lock-Up Securities shall be stamped or otherwise imprinted with a distribution to limited partnerslegend in substantially the following form, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JUNE 19, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE SECURITY HOLDERS NAMED THEREIN. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest earlier of (x) the 180 day one (1) year anniversary of the date of the Closing and or (y) the date after the Closing on which the Parent Purchaser consummates a liquidation, merger, share exchange or other similar transaction following the Closing with an unaffiliated third party that results in all of the ParentPurchaser’s shareholders having the right to exchange their equity holdings in the Parent Purchaser for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Exchange Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities Purchaser Ordinary Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by Holdera Restricted Holder (other than Escrow Shares until such Escrow Shares are disbursed to such Restricted Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement), either during his lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementIn addition, each Restricted Holder agrees that such Restricted Holder will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the term “Permitted Transferee” registration of any Exchange Shares or any other Purchaser Ordinary Shares or any security convertible into or exercisable or exchangeable for Purchaser Ordinary Shares, whether pursuant to the Registration Rights Agreement or otherwise. Each Restricted Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Each Restricted Holder further acknowledge and agrees that it shall mean: not be permitted to engage in any Prohibited Transfer with respect to any Escrow Shares until such Escrow Shares are disbursed to such Restricted Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement.
(1c) Notwithstanding the members foregoing, each Restricted Holder may during the Lock-Up Period pledge their Exchange Shares (other than their Escrow Shares) to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Company or any of Holder’s immediate family its Subsidiaries.
(for purposes d) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and Purchaser shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoptionPurchaser may impose stop-transfer instructions with respect to the Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(e) During the Lock-Up Period (and with respect to any Escrow Shares, not more remote than first cousinif longer, during the period when such Escrow Shares are held in the Escrow Account), (2) each certificate evidencing any trust for Exchange Shares shall be stamped or otherwise imprinted with a legend in substantially the direct or indirect benefit of Holder or the immediate family of Holderfollowing form, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF [●], 2016 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Holder The Seller hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, Date and ending on the earliest of (x) the 180 day one-year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), Date (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Exchange Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities the Exchange Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by Holderthe Seller, either during her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionSeller; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this AgreementSection 5.8(a). As used in this Agreement, The Seller further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage foregoing or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, that are necessary to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holdergive further effect thereto.
Appears in 1 contract
Sources: Share Exchange Agreement (Image Chain Group Limited, Inc.)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and, with respect to the Restricted Securities, Date and ending on the earliest of six (x6) the 180 day months anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), Date (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, Holder (AI) by gift, will or intestate succession upon the death of Holder, (BII) to any Permitted Transferee or (CIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (AI), (BII) or (CIII) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any relationship natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), including pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or by blood, marriage or adoption, not more remote than first cousin)virtue of the laws of descent and distribution upon death, (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by Parent that are consistent with the foregoing or that are necessary to any investment fund or other entity controlled by Holdergive further effect thereto.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of Buyer, during the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): ) commencing from the Closing Date and ending on the earlier of (A) the date that is six (6) months following the Closing Date and (B) the date on which Buyer consummates a subsequent liquidation, merger, capital stock exchange, reorganization, or other similar transaction which results in all of the stockholders of Buyer having the right to exchange their shares of Buyer Stock for cash, securities or other property: (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the any Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by HolderHolder (each, a “Permitted Transferee”): (AI) by gift, will in the case of an
(b) If any Prohibited Transfer is made or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such purported Prohibited Transfer shall be null and void ab initio, and there Buyer shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Buyer may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock- Up Period.
(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be no further transfer of such Restricted Securities except stamped or otherwise imprinted with a legend in accordance with this Agreement. As used substantially the following form, in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [__], 2025, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Sources: Stock Purchase Agreement (Intuitive Machines, Inc.)
Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and, with respect to consummation of the Restricted Securities, transactions contemplated by the Share Exchange Agreement (the “Closing”) and ending on the earliest of (x) the 180 day one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesExchange Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession upon the death of Holdersuccession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (C) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Restricted Holder; provided, however, that in any of cases (A), (B) or (CB) it shall be a condition to such transfer that the transferee executes and delivers to the Parent Company an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this Agreement. As used in this AgreementEach Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto.
(b) Notwithstanding the foregoing, each Restricted Holder may during the term “Permitted Transferee” shall mean: Lock-Up Period pledge their Exchange Shares to an unaffiliated third party as a guarantee to secure borrowings made by such third party to the Purchaser or any of its Affiliates.
(1c) If any Prohibited Transfer is made or attempted contrary to the members of Holder’s immediate family (for purposes provisions of this Agreement, “immediate family” such purported Prohibited Transfer shall mean be null and void ab initio, and the Company shall refuse to recognize any relationship by bloodsuch purported transferee of the Exchange Shares as one of its equity holders for any purpose. In order to enforce this Section 1, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company may impose stop-transfer instructions with respect to the trustor Exchange Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.
(d) During the Lock-Up Period, each certificate evidencing any Exchange Shares shall be stamped or beneficiary of such trust or to otherwise imprinted with a legend in substantially the estate of a beneficiary of such trustfollowing form, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) addition to any affiliate of Holder or to any investment fund or other entity controlled by Holderapplicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF DECEMBER 9, 2021 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Appears in 1 contract
Lock-Up Provisions. (a) Each Lock-Up Holder hereby agrees that it, he or she shall not to, during Transfer any Common Stock until 180 days after the period commencing from the Closing and, with respect to the Restricted Securities, ending on the earliest of (x) the 180 day anniversary completion of the date of the Closing and (y) the date after the Closing on which the Parent consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Parent’s shareholders having the right to exchange their equity holdings in the Parent for cash, securities or other property (a “Subsequent Transaction”), Business Combination (the “Lock-Up Period”): ).
(b) Notwithstanding the provisions set forth in Section 11(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option the Company’s officers 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 indirectlydirectors, any Restricted Securitiesaffiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock-Up Holder or any member of such Lock-Up Holder; (ii) enter into any swap in the case of an individual, by gift to a member of such individual’s immediate family or other arrangement that transfers to anothera trust, in whole the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or in part, any of the economic consequences of ownership of the Restricted Securities, or to a charitable organization; (iii) publicly disclose in the intention case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to do any a qualified domestic relations order; or (v) by virtue of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any laws of the foregoing described in clauses State of Nevada or a Lock-Up Holder’s organizational documents upon dissolution of such Lock-Up Holder (i), (ii), or (iii)each such transferee, a “Prohibited TransferPermitted Transferee”); provided, however, that that, in each case, any such Permitted Transferees must enter into a written agreement with the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply Company agreeing to be bound by the transfer of restrictions herein in this Section 11(c) and the other restrictions contained in this Agreement.
(c) If any Transfer not permitted under this Section 11 is made or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such purported prohibited Transfer shall be null and void ab initio, and there the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 11(d), the Company may impose stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period.
(d) During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder shall be no further transfer marked with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, DATED AS OF [●], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(e) For the avoidance of doubt, each Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock-Up Period, including the right to vote any such Restricted Securities except that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in accordance with this Agreement. As used in this AgreementSection 11(e) upon the expiration of the applicable Lock-Up Period and (ii) cause its legal counsel, at the term “Permitted Transferee” shall mean: (1) Company’s expense, to deliver the members of Holder’s immediate family (for purposes of this Agreementnecessary legal opinions, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trustany, to the trustor or beneficiary of such trust or to transfer agent in connection with the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other entity controlled by Holderinstruction under Section 11(f)(i).
Appears in 1 contract
Sources: Plan of Merger and Equity Purchase Agreement (RumbleON, Inc.)
Lock-Up Provisions. (aa. Notwithstanding the provisions set forth in Section 2(b) Holder hereby agrees not toand Section 2(c), below, the Stockholder or its Permitted Transferees may Transfer the Lock-Up Shares:
i. during the period commencing from Lock-Up Period (i) to its officers or directors, (ii) to any Affiliates of the Closing andStockholder; (iii) in respect of (i) or (ii), with in the case of an individual, by bona fide gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (v) in the case an individual, pursuant to a domestic order or a negotiated divorce settlement, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the Restricted Securities, ending on same extent as the earliest of (x) Stockholder; and
ii. following such time that the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Parent consummates a Company completes any liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all stockholders of the Parent’s shareholders Surviving Corporation having the right to exchange their equity holdings in the Parent shares for cash, securities or other property (a “Subsequent Transaction”)property.
b. The Stockholder hereby agrees that, (during the “Initial Lock-Up Period”): (i, other than as permitted in Section 2(a) lendhereof, offerit shall not, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, 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 Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares.
c. The Stockholder hereby agrees that, during the economic consequences Second Lock-Up Period, other than as permitted in Section 2(a) hereof, it shall not, and shall cause any of ownership its Permitted Transferees not to, Transfer any Lock-Up Shares representing more than five percent (5%) of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging aggregate Lock-Up Shares in any transaction in the securities of another company in the same sector calendar month.
d. If any Transfer is made or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to the Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such Transfer shall be null and void ab initio, and there the Company shall refuse to recognize any such transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
e. During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be no further transfer stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF OCTOBER [●], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED T▇▇▇▇▇▇, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” For the avoidance of such Restricted Securities except in accordance with this Agreement. As used in this Agreementany doubt, the term “Permitted Transferee” Stockholder shall mean: (1) retain all of its rights as a stockholder of the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, Company with respect to the trustor or beneficiary of such trust or Lock-Up Shares during the Lock-Up Period, including the right to the estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to vote any affiliate of Holder or to any investment fund or other entity controlled by HolderLock-Up Shares.
Appears in 1 contract