Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”). (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted (i) to the Purchaser’s officers, directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or 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, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers by virtue of the laws of the State of Delaware or the Holder’s organizational documents upon dissolution of the Holder; and (vii) in the event of the Purchaser’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the completion of the Merger; provided, however, that in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein. (c) As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2).
Appears in 2 contracts
Sources: Lock Up Agreement (SANUWAVE Health, Inc.), Lock Up Agreement (SEP Acquisition Corp.)
Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees that [it] / [he] / [she] it shall not Transfer any Restricted Lock-Up Securities until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”)Up Period applicable to such Holder.
(b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) to the Purchaser’s officers(A) any direct or indirect partners, directors, any affiliates members or family members of any equity holders of the Purchaser’s officersSponsor, directors[, any members of the Holder] or any affiliates of the HolderSponsor or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates or (B) the Company Holders or any direct or indirect partners, members or equity holders of the Company Holders, any affiliates of the Company Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; (ii) in the case of an individual, transfers by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, 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 such individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) transfers by private sales to a nominee or transfers made in connection with the consummation custodian of a Business Combination at prices no greater than the price at which the securities were originally purchasedPerson to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) transfers to the partners, members or equityholders of such Holder by virtue of the laws of the State of Delaware or the HolderSponsor’s organizational documents upon dissolution of the Holderdocuments, as amended; and (vii) in connection with a pledge of PubCo Common Shares, or any other securities convertible into or exercisable or exchangeable for PubCo Common Shares, to a financial institution, including the event enforcement of any such pledge by a financial institution; (viii) to the Purchaser’s Company; (ix) as forfeitures of PubCo Common Shares pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of PubCo Common Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock share exchange, reorganization reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Purchaser Stockholders Company’s shareholders having the right to exchange their shares of Purchaser Class A PubCo Common Stock Shares for cash, securities or other property subsequent to the completion of the MergerClosing Date; or (xii) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (viivi), these permitted transferees such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinin this Section 2.
(c) As used hereinIn order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above.
(d) For the avoidance of doubt, each Holder shall retain all of its rights as a securityholder of the Company with respect to the Lock-Up Securities during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holder is entitled to vote, as applicable.
(e) If any Holder is granted a release or waiver from any lock-up agreement (such holder, a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares or Lock-Up Warrants, as applicable, rounded down to the nearest whole Lock-Up Share or Lock-Up Warrant, as applicable equal to the product of (i) “Business Combination” shall mean a mergerthe total percentage of Lock-Up Shares or Lock-Up Warrants, capital stock exchangeas applicable, asset acquisition, stock purchase, reorganization or similar business combination, involving held by the Purchaser and one or more businesses; and Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) “Transfer” the total number of Lock-Up Shares or Lock-Up Warrants, as applicable, held by the undersigned immediately following the consummation of the Closing; provided that the foregoing shall mean the (1) 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 not be applicable with respect to a release or decrease waiver of a call equivalent position within any Holder that holds less than an aggregate of 50,000 PubCo Common Shares or PubCo Warrants.
(f) The lock-up provisions in this Section 2 shall, with respect to any Holder, supersede the meaning lock-up provisions contained in Sections 7(a) and 7(b) of Section 16 that certain letter agreement dated as of October 21, 2021 by and among the Company, the Sponsor and certain of the Securities Exchange Act of 1934, as amended, Company’s current and former officers and directors (the rules “Prior Agreement”) with respect to such Holder and regulations such provisions of the Securities and Exchange Commission promulgated thereunder Prior Agreement shall be of no further force or effect with respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Holder.
Appears in 2 contracts
Sources: Lock Up Agreement (Greenfire Resources Ltd.), Business Combination Agreement (M3-Brigade Acquisition III Corp.)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the PurchaserHolder’s officers, officers or directors, ; (ii) to any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates Affiliate(s) of the Holder; (iii) in respect of (i) or (ii) ), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (vgeneral or limited), members, managers, shareholders or holders of similar equity interests in the Holder (or, in each case, its nominee or custodian) transfers by private sales or transfers made in connection with the consummation any of a Business Combination at prices no greater than the price at which the securities were originally purchasedtheir Affiliates; (vi) transfers by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware or the Holder’s organizational documents upon liquidation or dissolution of the Holder; and (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the event incurrence of any indebtedness by the Purchaser’s liquidationHolder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, capital stock exchange, reorganization consolidation or other similar transaction which results transaction, in each case made to all holders of the Purchaser Stockholders having the right to exchange their shares Pubco Ordinary Shares, involving a change of Purchaser Class A Common Stock Control (including negotiating and entering into an agreement providing for cash, securities or other property subsequent to the completion of the Merger; any such transaction) provided, however, that in the case event that such tender offer, merger, consolidation or other such transaction is not completed, the Holder’s shares shall remain subject to the provisions of clauses Section 2(b).
(b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following:
(i) through the Transfer Restriction shall expire with respect to ten percent (vii10%) of the Lock-Up Shares (the “First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall 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 Closing Date (for the avoidance of 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 “Third Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, these permitted transferees must enter into a written agreement agreeing the Second Tranche and the Third Tranche after such date); and
(iv) the Transfer Restriction shall expire with respect to be bound by an additional thirty percent (30%) of the restrictions hereinLock-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) As used hereinNotwithstanding the foregoing, if at any time the sale price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (ias adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) “Business Combination” shall mean a mergerfor any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving then the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 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 decrease 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 call equivalent position within 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 meaning of Section 16 certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the Securities Exchange Act relevant Lock-Up Shares.
(e) For the avoidance of 1934any doubt, the Holder shall retain all of its rights as amended, and the rules and regulations a shareholder of the Securities and Exchange Commission promulgated thereunder Pubco with respect toto the Lock-Up Shares during the Lock-Up Period, including the right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 2 contracts
Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
Lock-Up Provisions. (a) Each Lock‑Up Holder hereby agrees that [it] / [he] / [she] , he or she shall not Transfer any Restricted Securities Common Stock until the earlier of (i) 180 days after the completion of the Merger six months or (ii) subsequent to the Merger, the date on which the Purchaser Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders Company’s stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Common Stock Lock‑Up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a10(a), Transfers of the shares of Common Stock (collectively, “Restricted Securities Securities”) that are held by Holder the Lock‑Up Holders or any of their permitted transferees Permitted Transferees (that have complied with this Section 1(b)10), are permitted (i) to the PurchaserCompany’s officers, officers or directors, any affiliates affiliate or family members member of any of the PurchaserCompany’s officers, officers or directors[, any members affiliate of the Holder] such Lock‑Up Holder or any affiliates member of the such Lock‑Up Holder; (ii) in the case of an individual, transfers by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, individual 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 such individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; or (v) transfers by private sales or transfers made in connection with the consummation case of a Business Combination at prices no greater than the price at which the securities were originally purchased; corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) transfers by virtue of the laws of the State of Delaware or the a Lock‑Up Holder’s organizational documents upon dissolution of the Holder; and such Lock‑Up Holder (vii) in the event of the Purchaser’s liquidationeach such transferee, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the completion of the Mergera “Permitted Transferee”); provided, however, that that, in the case of clauses (i) through (vii)each case, these permitted transferees any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinherein in this Section 10(b) and the other restrictions contained in this Agreement.
(c) As used hereinIf any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and 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 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 [●], 2022, 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 that are entitled to vote. The Company agrees to (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving instruct its transfer agent to remove the Purchaser and one or more businesses; legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) “Transfer” shall mean cause its legal counsel, at the (1) sale ofCompany’s expense, offer to selldeliver the necessary legal opinions, contract or agreement if any, 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)transfer agent.
Appears in 2 contracts
Sources: Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)
Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees that [it] / [he] / [she] it shall not Transfer any Restricted Securities Lock-Up Shares until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “applicable Lock-up Period”)Up Period with respect to such Lock-Up Shares.
(b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its respective Permitted Transferees may Transfer the Lock-Up Shares during the Lock-Up Period (i) to (A) the PurchaserCompany’s officers, or ProKidney’s officers or directors, (B) any affiliates or family members of the Company’s or ProKidney’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Purchaser’s officersSponsor or Sponsor Key Holders, directors[, any members of the Holder] or any affiliates of the HolderSponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) the ProKidney Holders or any direct or indirect partners, members or equity holders of the ProKidney Holders, any affiliates of the ProKidney Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; (ii) in the case of an individual, transfers by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, 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 such individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) transfers by private sales to a nominee or transfers made in connection with the consummation custodian of a Business Combination at prices no greater than the price at which the securities were originally purchasedPerson to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) transfers to the partners, members or equityholders of such Holder by virtue of the laws of the State of Delaware or the HolderSponsor’s organizational documents upon dissolution of the Holderdocuments, as amended; and (vii) in connection with a pledge of shares of Acquiror Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units, or any other securities convertible into or exercisable or exchangeable for shares of Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units, to a financial institution, including the event enforcement of any such pledge by a financial institution; (viii) to the Purchaser’s Company or ProKidney; (ix) as forfeitures of shares of Acquiror Common Stock pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of shares of Acquiror Common Stock or New Company Common Units to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Purchaser Stockholders Company’s stockholders having the right to exchange their shares of Purchaser Class A Acquiror Common Stock for cash, securities or other property subsequent to the completion Closing Date; (xii) pursuant to an exchange of New Company Common Units for shares of Acquiror Common Stock pursuant to the Exchange Agreement (provided, that any shares of Acquiror Common Stock for which New Company Common Units are exchanged pursuant to this clause (xii) shall continue to be Lock-Up Shares for the duration of the Mergerapplicable Lock-Up Period); or (xiii) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (viivi), these permitted transferees such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinin this Section 2.
(c) As used hereinIn order to enforce this Section 2, the Company and ProKidney may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period.
(d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company or equityholder of ProKidney, as applicable, with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holder is entitled to vote.
(e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole Lock-Up Share equal to the product of (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) “Transfer” the total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing; provided that, the foregoing shall mean the (1) 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 not be applicable with respect to a release or decrease waiver of a call equivalent position within any Holder that holds less than an aggregate of 100,000 New Company Common Units.
(f) The lock-up provisions in this Section 2 shall supersede the meaning lock-up provisions contained in Sections 7(a) and 7(b) of Section 16 that certain letter agreement dated as of June 29, 2021 and that certain letter agreement dated as of September 24, 2021, in each case by and among the Company, the Sponsor and certain of the Securities Exchange Act of 1934Company’s current and former officers and directors (collectively, as amended, the “Insider Letters”) and the rules which provisions in Sections 7(a) and regulations 7(b) of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap Insider Letters shall be of no further force 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)effect.
Appears in 2 contracts
Sources: Lock Up Agreement (Palihapitiya Chamath), Acknowledgment Agreement (Palihapitiya Chamath)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the PurchaserHolder’s officers, officers or directors, ; (ii) to any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates Affiliate(s) of the Holder; (iii) in respect of (i) or (ii) ), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or Immediate Family, an affiliate Affiliate of such person, individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (vgeneral or limited), beneficiaries, members, managers, shareholders or holders of similar equity interests in the Holder (or, in each case, its nominee or custodian) transfers by private sales or transfers made in connection with the consummation any of a Business Combination at prices no greater than the price at which the securities were originally purchasedtheir Affiliates; (vi) transfers by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware or the Holder’s organizational documents upon liquidation or dissolution of the Holder; and (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) 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, however, that in the event of the Purchaser’s liquidationthat such tender offer, merger, capital stock exchange, reorganization consolidation or other similar such transaction which results in all of is not completed, the Purchaser Stockholders having the right to exchange their Holder’s shares of Purchaser Class A Common Stock for cash, securities or other property subsequent shall remain subject to the completion provisions of the Merger; providedSection 2(b), howeverprovided further, that in the case of clauses (i) through (viiviii), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions hereinprovisions set forth in Section 2(b).
(b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following:
(i) the Transfer Restriction shall expire with respect to twenty-five percent (25%) of the Lock-Up Shares (the “First Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date);
(ii) the Transfer Restriction shall expire with respect to an additional twenty-five percent (25%) of the Lock-Up Shares (the “Second Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of 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 twenty-five percent (25%) of the Lock-Up Shares (the “Third Tranche”) on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, the Second Tranche and the Third Tranche after such date); and
(iv) the Transfer Restriction shall expire with respect to an additional twenty-five percent (25%) of the Lock-Up Shares on the date that is four (4) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date).
(c) As used hereinDuring 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.”
(d) For the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of Pubco with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.
(e) No Other Lock-Up Agreement contains lock-up restrictions that are materially less restrictive than the lock-up restrictions applicable to Holder under this Agreement, provided, however, that the Other Restrictions are deemed to be lock-up restrictions that are not materially less restrictive for purposes of this Section 2(e).
(f) Pubco hereby agrees that: (i) “Business Combination” if, after the date hereof, any Other Lock-Up Agreement is amended, modified or waived in a manner favorable to a Company Shareholder or the Sponsor (as applicable) and a similar amendment, modification or waiver would also be favorable to the Holder in relation to the terms of this Agreement, this Agreement shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving be contemporaneously amended in the Purchaser same manner and one or more businessesPubco shall provide prompt notice thereof to the Holder; and (ii) “Transfer” shall mean if any Company Shareholder or the Sponsor (1as applicable) 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 is released (including through the meaning of Section 16 termination of the Securities Exchange Act of 1934, as amended, and the rules and regulations relevant Other Lock-Up Agreement) from any or all of the Securities and Exchange Commission promulgated thereunder lock-up restrictions under its respective Other Lock-Up Agreement, other than in accordance with respect to, any security, (2) 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 terms of such securitiesOther Lock-Up Agreement, in cash or otherwise, or (3) public announcement of any intention the Holder will be similarly and contemporaneously released from the applicable lock-up restrictions hereunder and Pubco shall provide prompt notice hereof to effect any transaction specified in clause (1) or (2)the Holder.
Appears in 2 contracts
Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees that [it] / [he] / [she] it shall not Transfer any Restricted Lock-Up Securities until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period:
(i) in the case of an entity, to another entity that is an affiliate (as defined in Rule 405 promulgated under the Purchaser’s officersSecurities Act of 1933, directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members as amended) of the Holder] or any affiliates of the Holder; ;
(ii) in the case of an individualentity, transfers to its direct or indirect partners, members or equity holders, or any related investment fund or vehicle controlled or managed by the Holder or its affiliates, or who shares a common investment advisor with the Holder;
(iii) by bona fide gift or gifts, including, without limitation, to a charitable organization;
(iv) to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such person, or to a charitable organization; ;
(iiiv) in the case of an individuala trust, transfers by virtue to the trustor or beneficiary of laws of descent and distribution upon death of such trust or to the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation estate of a Business Combination at prices no greater than the price at which the securities were originally purchased; beneficiary of such trust;
(vi) transfers by virtue of the laws of descent, will or intestate succession and distribution upon death of such individual;
(vii) to a partnership, limited liability company or other entity of which the State Holder and their immediate family are the legal and beneficial owner of Delaware all of the outstanding equity securities or similar interests;
(viii) to a nominee or custodian of a person or entity to whom a Transfer would be permitted under clauses (i) though (vii);
(ix) pursuant to a court order, such as a qualified domestic relations order, divorce settlement, divorce decree or separation agreement;
(x) to the Company pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by the Company or forfeiture of shares of common stock or other securities convertible into or exercisable or exchangeable for common stock in connection with the termination of the Holder’s organizational documents service to the Company;
(xi) to the Company pursuant to a “net” or “cashless” exercise of stock options, or other equity awards for the purpose of paying the exercise price of such stock options or other equity awards;
(xii) to the Company to satisfy tax withholding requirements upon dissolution the vesting of the Holder; and equity awards;
(viixiii) in the event of the Purchaser’s connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Purchaser Stockholders Company’s stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the completion Closing Date; provided that in the event that liquidation, merger, stock exchange, reorganization, tender offer is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of the Mergerthis Agreement; provided, however, that in the case of clauses (i) through (vii), these permitted transferees ix) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinin this Section 2 (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the Permitted Transferee), agreeing to be bound by these transfer restrictions. For purposes of this section, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended No provision in this Agreement shall be deemed to restrict or prohibit the exercise or exchange by the Holder of any equity award or warrant to acquire any shares of Company Common Stock it being understood that such shares of Company Common Stock shall be subject to the restrictions on Transfer set forth in this Agreement.
(c) As used hereinIn order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period.
(d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Securities that constitute Company Common Stock during the Lock-Up Period, including the right to vote any Lock-Up Securities that such Holder is entitled to vote.
(e) The lock-up provisions in this Section 2 shall supersede the lock-up provisions contained in Section 9 of that certain letter agreement dated as of February 25, 2021 by and among the Company, Sponsor and certain of the Company’s current and former officers and directors, as applicable, (the “Insider Letter”) and which provisions in Section 9 of the Insider Letter shall be of no further force or effect upon the effectiveness of the lock-up provisions of this Agreement.
(f) In addition, notwithstanding anything herein to the contrary, the undersigned may establish a trading plan that complies with Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”) or amend an existing 10b5-1 Trading Plan so long as there are no Transfers or sales of Company Common Stock under such plan during the Lock-Up Period; provided that the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan, in either case, providing for Transfers or sales of Company Common Stock shall only be permitted if (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 amendment of a put equivalent position such plan is not required to be reported in any public report or liquidation filing with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to(the “SEC”), or otherwise during the Lock-Up Period, and (ii) the undersigned does not otherwise voluntarily effect any security, public filing or report regarding the establishment or amendment of such plan during the Lock-Up Period.
(2g) entry into any swap or other arrangement In the event that transfers to anotherthe Company, in whole its discretion, releases or waives, in full or in part, any Holder (a “Triggering Holder”), then the same percentage of the economic consequences total number of ownership Lock-Up Securities held by the undersigned as the percentage of any security, whether any the total number of Lock-Up Securities held by the Triggering Holder that are the subject of such transaction waiver shall be immediately and fully released on the same terms from the applicable prohibition(s) set forth herein. The provisions of this paragraph will not apply if (i)
(a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be settled bound by delivery the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer, (ii) the aggregate number of Lock-Up Securities affected by such securities, releases or waivers (whether in cash one or otherwisemultiple releases or waivers) with respect to one or more Holders is less than or equal to 1% of the total number of shares of Company Common Stock outstanding as of immediately following the Closing, or (3iii) the release or waiver is granted to a Holder of Company Common Stock in connection with a follow-on public announcement offering of any intention Company Common Stock pursuant to effect any transaction specified a registration statement filed with the SEC, whether or not such offering or sale is wholly or partially a secondary offering of the Company Common Stock, and the undersigned, only to the extent the undersigned has a contractual right to demand or require the registration of the undersigned’s Company Common Stock or “piggyback” on a registration statement filed by the Company for the offer and sale of its Company Common Stock, has been given an opportunity to participate on a basis consistent with such contractual rights in clause (1) or (2)such follow-on offering.
Appears in 2 contracts
Sources: Lock Up Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)
Lock-Up Provisions. (a) Subject to the exclusions in Section 1(b), each Holder hereby agrees that [it] / [he] / [she] shall not to Transfer any Restricted Securities Lock-up Shares until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property Lock-up Period (the “Lock-up Periodup”).
(b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by Holder Holders or any of their permitted transferees (that have complied with this Section 1(b)), are permitted respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (i) to the Purchaser(A) New PubCo’s officers, officers or directors, (B) any affiliates Affiliates or family members of New PubCo’s officers or directors, or (C) the other Holders or any direct or indirect partners, members or equity holders of the Purchaser’s officers, directors[Holders, any members Affiliates of the Holder] Holders or any affiliates of the Holderrelated investment funds or vehicles controlled or managed by such persons or entities or their respective Affiliates; (ii) in the case of an individual, transfers by bona fide gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate Affiliate of such person, person or to a charitable organizationentity; (iii) as a bona fide gift or gifts or charitable contribution; (iv) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (ivv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (vvi) transfers by private sales or transfers made in connection with the consummation of any bona fide mortgage, encumbrance or pledge to a Business Combination at prices no greater than the price at which the securities were originally purchasedfinancial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (vi) transfers by virtue of the laws of the State of Delaware or the Holder’s organizational documents upon dissolution of the Holder; and (vii) to New PubCo; or (viii) in the event of the Purchaser’s connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the board of directors of New PubCo (the “Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of the Purchaser Stockholders New PubCo’s stockholders having the right to exchange their shares of Purchaser Class A Common Stock Shares for cash, securities or other property subsequent to the completion Closing Date. If dividends are declared and payable on the Holder’s Lock-up Shares in Ordinary Shares, such dividends will also be Lock-up Shares subject to the terms of the Merger; provided, however, that in the case Section 1(a) of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinthis Agreement.
(c) As used Notwithstanding the provisions set forth in Section 1(a), if the Lock-up Period, excluding in connection with a Lock-up Period Early Release, is scheduled to end during a Blackout Period or within five (5) Trading Days prior to a Blackout Period, the Lock-up Period shall end ten (10) Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that New PubCo shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 6-K, at least two (2) Trading Days in advance of the Blackout-Related Release; and provided further, that the Blackout-Related Release shall not occur unless New PubCo shall have publicly released its earnings results for the quarterly period during which the Closing occurred.
(d) Notwithstanding the other provisions set forth in this Section 1, the Board of Directors may, in its sole discretion, determine to waive, amend, or repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal (each, a “Release”) shall require, in addition to any other vote of the members of the Board of Directors required to take such action pursuant to the Governing Documents of New PubCo or applicable law, the affirmative vote of the directors who have been designated by SPAC (the “SPAC Designees”); provided, further, that, in the event the SPAC Designees are no longer serving as members of the Board of Directors, and, at such time, with respect to any Lock-up Shares by one or more Holders (such Holder, a “Released Holder”), the Board of Directors determines to waive, amend, or repeal the Lock-up obligations set forth herein pursuant to this Section 1(d), then the Applicable Percentage of the Lock-up Shares (solely for the purposes of this proviso, as such term is defined in the Sponsor Support Agreement) held by the SPAC Sponsor on the date of such waiver, amendment or repeal shall be immediately and fully waived, amended or released, as applicable, in each case, on the same terms from the applicable Lock-up (solely for the purposes of this proviso, as such term is defined in the Sponsor Support Agreement) obligations set forth in the Sponsor Support Agreement.
(e) For purposes of this Section 1:
(i) the term “Business CombinationAffiliate” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 has the meaning of Section 16 of ascribed to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2).Act;
Appears in 2 contracts
Sources: Lock Up Agreement (Nvni Group LTD), Lock Up Agreement (Mercato Partners Acquisition Corp)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the PurchaserHolder’s officers, officers or directors, ; (ii) to any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates Affiliate(s) of the Holder; (iii) in respect of (i) or (ii) ), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (vgeneral or limited), beneficiaries, members, managers, shareholders or holders of similar equity interests in the Holder (or, in each case, its nominee or custodian) transfers by private sales or transfers made in connection with the consummation any of a Business Combination at prices no greater than the price at which the securities were originally purchasedtheir Affiliates; (vi) transfers by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware or the Holder’s organizational documents upon liquidation or dissolution of the Holder; and (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) 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, however, that in the event of the Purchaser’s liquidationthat such tender offer, merger, capital stock exchange, reorganization consolidation or other similar such transaction which results in all of is not completed, the Purchaser Stockholders having the right to exchange their Holder’s shares of Purchaser Class A Common Stock for cash, securities or other property subsequent shall remain subject to the completion provisions of the Merger; providedSection 2(b), howeverprovided further, that in the case of clauses (i) through (vii), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions hereinprovisions set forth in Section 2(b).
(b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following:
(i) the Transfer Restriction shall expire with respect to [ l ]7 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) (the “First Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date);
(ii) the Transfer Restriction shall expire with respect to an additional [ l ]8 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) (the “Second Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of 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 [ l ]9 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such 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) As used hereinNotwithstanding the foregoing, if at any time the closing price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (ias adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) “Business Combination” shall mean a mergerfor any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving then the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 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 decrease 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 call equivalent position within 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 meaning of Section 16 certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the Securities Exchange Act relevant Lock-Up Shares.
(e) For the avoidance of 1934any doubt, the Holder shall retain all of its rights as amendeda shareholder of Pubco with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote, and the rules to receive any dividends and regulations of the Securities and Exchange Commission promulgated thereunder with distributions in respect toof, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 2 contracts
Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the PurchaserHolder’s officers, officers or directors, ; (ii) to any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates Affiliate(s) of the Holder; (iii) in respect of (i) or (ii) ), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (vgeneral or limited), beneficiaries, members, managers, shareholders or holders of similar equity interests in the Holder (or, in each case, its nominee or custodian) transfers by private sales or transfers made in connection with the consummation any of a Business Combination at prices no greater than the price at which the securities were originally purchasedtheir Affiliates; (vi) transfers by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware or the Holder’s organizational documents upon liquidation or dissolution of the Holder; and (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the event incurrence of any indebtedness by the Purchaser’s liquidationHolder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, capital stock exchange, reorganization consolidation or other similar transaction which results transaction, in each case made to all holders of the Purchaser Stockholders having the right to exchange their shares Pubco Ordinary Shares, involving a change of Purchaser Class A Common Stock Control (including negotiating and entering into an agreement providing for cash, securities or other property subsequent to the completion of the Merger; any such transaction) provided, however, that in the case event that such tender offer, merger, consolidation or other such transaction is not completed, the Holder’s shares shall remain subject to the provisions of clauses Section 2(b).
(b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following:
(i) through the Transfer Restriction shall expire with respect to ten percent (vii10%) of the Lock-Up Shares (the “First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall 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 Closing Date (for the avoidance of 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 “Third Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, these permitted transferees must enter into a written agreement agreeing the Second Tranche and the Third Tranche after such date); and
(iv) the Transfer Restriction shall expire with respect to be bound by an additional thirty percent (30%) of the restrictions hereinLock-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) As used hereinNotwithstanding the foregoing, if at any time the closing price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (ias adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) “Business Combination” shall mean a mergerfor any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving then the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 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 decrease 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 call equivalent position within 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 meaning of Section 16 certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the Securities Exchange Act relevant Lock-Up Shares.
(e) For the avoidance of 1934any doubt, the Holder shall retain all of its rights as amendeda shareholder of Pubco with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote, and the rules to receive any dividends and regulations of the Securities and Exchange Commission promulgated thereunder with distributions in respect toof, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 2 contracts
Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby Subject to Section 1(b) and the other terms of this Agreement, H▇▇▇▇▇ agrees that [it] / [he] / [she] it shall not effectuate a Transfer any of the Restricted Securities until that are held by the Holder during the period commencing on the Closing Date and ending on the earlier of (i) 180 120 days after the completion of the Merger Closing Date, or (ii) subsequent to the Merger, the date on which the Purchaser Holdings completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the Purchaser Stockholders Holdings’ stockholders having the right to exchange their shares of Purchaser Class A Holdings Common Stock Shares for cash, securities or other property (in each case, the “Lock-up Up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by the Holder or any of their permitted transferees (and that have complied with this Section 1(b)), ) are permitted permitted:
(i) to the Purchaser’s officersHoldings, directors, Holdings’ officers or directors or any affiliates Affiliates or immediate family members of any of the Purchaser’s officers, Holdings’ officers or directors[, any members of the Holder] or any affiliates of the Holder; ;
(ii) in the case of a Holder that is not an individual, transfers to the shareholders, limited partners or members of the Holder;
(iii) in the case of a Holder that is not an individual, by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder;
(iv) in the case of a Holder that is an individual, by gift to a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; ;
(iiiv) in the case of a Holder that is an individual, transfers by virtue of the laws of descent and distribution upon death of the that individual; ;
(ivvi) in the case of a Holder that is an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement;
(vvii) transfers by private sales or transfers made in connection with the consummation exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (whether on a Business Combination at prices no greater than cashless basis or on another basis) to the price at which extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the securities were originally purchased; provisions of this Agreement;
(viviii) transfers by virtue of the laws of the State of Delaware or to satisfy tax withholding obligations in connection with the Holder’s organizational documents upon dissolution 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 (provided, that neither the Holder nor the transferee shall be required to disclose such arrangement in a public filing with the SEC during the Lock-Up Period);
(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 the its portfolio of investments, or any successor entity following a restructuring transaction of that Holder; and and
(viixi) in the event of the Purchaser’s liquidationconnection with a Transfer pursuant to a bona fide third party tender offer, merger, capital stock exchangeconsolidation, reorganization liquidation, share exchange or other similar transaction made to all holders of Holdings Common Shares involving a change of control of Holdings or which results in all of the Purchaser Stockholders holders of Holdings Common Shares having the right to exchange their shares of Purchaser Class A Holdings Common Stock Shares for cash, securities or other property subsequent to the completion consummation of the Merger; such transaction; provided, however, that in the case each of clauses (i) through (viixi), these permitted transferees the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the restrictions hereinterms of this Agreement (unless the transferee is Holdings). If Holdings declares a dividend payable on the Holder’s Restricted Securities in Holdings Common Shares, those shares received as dividends will also be Restricted Securities subject to the provisions of this Agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with H▇▇▇▇▇▇’s transfer agent and registrar against the transfer of Restricted Shares held by the undersigned and the undersigned's Family Members, if any, except in compliance with the foregoing restrictions.
(c) As used hereinIf any Transfer is made or attempted contrary to the provisions of this Agreement, (i) “Business Combination” such Transfer shall mean a mergerbe null and void ab initio, capital stock exchangeand Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 Holdings may impose stop-transfer instructions with respect to or decrease of a call equivalent position within the meaning of Section 16 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 Exchange Act (if any are issued) may 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/LEAK-OUT AGREEMENT, DATED FEBRUARY 19, 2025, 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.”
(e) For the avoidance of 1934any doubt, the Holder shall retain all of its rights as amendeda shareholder of Holdings with respect to the Restricted Securities during the Lock-Up Period, including the right to receive dividends and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Restricted Securities.
Appears in 2 contracts
Sources: Lock Up/Leak Out Agreement (Heidmar Maritime Holdings Corp.), Lock Up/Leak Out Agreement (Rhea Marine Ltd.)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period (i) to the PurchaserHolder’s officers, directors, managers or management committee members; (ii) to any affiliates or family members of any Affiliates of the PurchaserHolder or such Affiliate’s officers, directors[, any members of the Holder] managers or any affiliates of the Holdermanagement committee members; (iiiii) in the case of the Holder being an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iiiiv) in the case of the Holder being an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (ivv) in the case of the Holder being an individual, transfers pursuant to a qualified domestic relations order; (vvi) transfers by private sales to any partners (general or transfers made limited), members, shareholders or holders of similar equity interests of the Holder (or, in connection with the consummation each case, its nominee or custodian) or any of a Business Combination at prices no greater than the price at which the securities were originally purchasedtheir respective Affiliates; (vivii) transfers by virtue of the laws applicable Law, order of the State of Delaware a Governmental Authority or the Holder’s organizational documents Organization Documents upon liquidation or dissolution of the Holder; (viii) in connection with any pledge, 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 such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (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 (vii) entering into an agreement providing for any such transaction), provided that in the event of the Purchaser’s liquidationthat such tender offer, merger, capital stock exchange, reorganization consolidation or other similar such transaction which results in all of is not completed, the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent Holder’s Lock-Up Shares shall remain subject to the completion provisions of the MergerSection 2(b); provided, however, that in the case of clauses (i) through (vii), ix) these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions hereinprovisions set forth in Section 2(b).
(b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period.
(c) As used hereinDuring the Lock-Up Period, each certificate (iif 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: “Business CombinationTHE 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 Lock-Up Period, Pubco shall mean a mergertake all reasonable steps required to remove such legend from the certificates evidencing the Lock-Up Shares, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving including issuing new share certificates in respect of the Purchaser and one or more businesses; and Lock-Up Shares.
(iid) “Transfer” shall mean For the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant avoidance of any option to purchase or otherwise dispose doubt, the Holder shall retain all of or agreement to dispose of, directly or indirectly, or establishment or increase its rights as a shareholder of a put equivalent position or liquidation Pubco with respect to or decrease of a call equivalent position within the meaning of Section 16 of Lock-Up Shares during the Securities Exchange Act of 1934Lock-Up Period, as amended, and including the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 2 contracts
Sources: Business Combination Agreement (OpSec Holdings), Business Combination Agreement (Investcorp Europe Acquisition Corp I)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b))his, are permitted her or its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the Purchasersuch Holder’s officers, directors, managers or management committee members; (ii) to any affiliates Affiliates of such Holder or family members of any of the Purchasersuch Affiliate’s officers, directors[, any members of the Holder] managers or any affiliates of the Holdermanagement committee members; (iiiii) in the case of an individualthat such Holder or any such Permitted Transferee is a natural person, transfers by gift to a member of the individualsuch person’s immediate family, Immediate Family or to a trust, the beneficiary of which is such person or a member of the individual’s immediate family or an affiliate of such person’s Immediate Family, or to a charitable organization; (iiiiv) in the case of an individualthat such Holder or any such Permitted Transferee is a natural person, transfers by virtue of laws of descent and distribution upon death of the individualsuch person; (ivv) in the case of an individualthat such Holder or any such Permitted Transferee is a natural person, transfers pursuant to a qualified domestic relations order; (vvi) transfers to any partners (general or limited), members, shareholders or holders of similar Equity Securities of such Holder (or, in each case, its nominee or custodian) or any of their respective Affiliates; (vii) by private sales virtue of applicable Law or transfers made the organizational or governing documents of such Holder or such Permitted Transferee upon liquidation or dissolution of such Holder or such Permitted Transferee; (viii) in connection with the consummation any pledge, hypothecation or other granting of a Business Combination at prices no greater than security interest in the price at which Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the securities were originally purchasedincurrence of any indebtedness by such ▇▇▇▇▇▇ (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (viix) transfers by virtue pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of the laws Pubco Ordinary Shares involving a Change of the State of Delaware or the Holder’s organizational documents upon dissolution of the Holder; Control (including negotiating and entering into an agreement providing for any such transaction) (vii) provided, that in the event of the Purchaser’s liquidationthat such tender offer, merger, capital stock exchange, reorganization consolidation or other similar such transaction which results in is not completed, all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent Lock-Up Shares shall remain subject to the completion provisions of the MergerSection 2(b)); or (x) to such Holder; provided, however, that that, in the case of clauses (i) through (viiix), these permitted transferees must enter into any such Permitted Transferees shall execute this Agreement or a written agreement joinder agreeing to be bound by the restrictions hereinbecome a party to this Agreement prior to or concurrently with such Transfer.
(cb) As used hereinEach Holder hereby agrees, (i) “Business Combination” shall mean a mergeron his, capital stock exchangeher or its own behalf and on behalf of his, asset acquisitionher or its Permitted Transferees, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap or other arrangement that transfers to another, in whole or in part, neither such Holder nor any of his, her or its Permitted Transferees shall Transfer any Lock-Up Shares during the economic consequences of ownership of any securityLock-Up Period (such restriction, whether any such transaction is to be settled by delivery of such securitiesthe “Lock-Up Restriction”), except as permitted in cash or otherwise, or (3) public announcement of any intention to effect any transaction specified in clause (1) or (2).accordance with the following:
Appears in 1 contract
Sources: Business Combination Agreement (Investcorp AI Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by Holder each Sponsor Member or any of their permitted transferees (that have complied with this Section 1(b))its Permitted Transferees may Transfer any or all of the Lock-Up Shares held by him, are permitted her or it during the Lock-Up Period: (i) to the Purchasersuch Sponsor Member’s officers, directors, managers or management committee members; (ii) to any affiliates Affiliates of such Sponsor Member or family members of any of the Purchasersuch Affiliate’s officers, directors[, any members of the Holder] managers or any affiliates of the Holdermanagement committee members; (iiiii) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, transfers by gift to a member of the individualsuch person’s immediate family, Immediate Family or to a trust, the beneficiary of which is such person or a member of the individual’s immediate family or an affiliate of such person’s Immediate Family, or to a charitable organization; (iiiiv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, transfers by virtue of laws of descent and distribution upon death of the individualsuch person; (ivv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, transfers pursuant to a qualified domestic relations order; (vvi) transfers to any partners (general or limited), members, shareholders or holders of similar Equity Securities of such Sponsor Member (or, in each case, its nominee or custodian) or any of their respective Affiliates; (vii) by private sales virtue of applicable Law or transfers made the organizational or governing documents of such Sponsor Member or such Permitted Transferee upon liquidation or dissolution of such Sponsor Member or such Permitted Transferee; (viii) in connection with the consummation any pledge, hypothecation or other granting of a Business Combination at prices no greater than security interest in the price at which Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the securities were originally purchasedincurrence of any indebtedness by such Sponsor Member (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (viix) transfers by virtue pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of the laws Pubco Ordinary Shares involving a Change of the State of Delaware or the Holder’s organizational documents upon dissolution of the Holder; Control (including negotiating and entering into an agreement providing for any such transaction) (vii) provided, that in the event of the Purchaser’s liquidationthat such tender offer, merger, capital stock exchange, reorganization consolidation or other similar such transaction which results in is not completed, all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent Lock-Up Shares shall remain subject to the completion provisions of the MergerSection 2(b)); or (x) to such Sponsor Member; provided, however, that that, in the case of clauses (i) through (viiix), these permitted transferees must enter into any such Permitted Transferees shall execute this Agreement or a written agreement joinder agreeing to be bound by become a party to this Agreement prior to or concurrently with such Transfer.
(b) Each Sponsor Member hereby agrees, on its own behalf and on behalf of its Permitted Transferees, that neither such Sponsor Member nor any of its Permitted Transferees shall Transfer any Lock-Up Shares during the restrictions hereinLock-Up Period (such restriction, the “Lock-Up Restriction”), except as permitted in accordance with the following:
(i) on the date that is six months following the Closing Date, the Lock- Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 6-Month Lock-Up Shares”;
(ii) on the date that is the first anniversary of the Closing, the Lock-Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 12-Month Lock-Up Shares”; and
(iii) on the date that is the second anniversary of the Closing, the Lock- Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 24-Month Lock-Up Shares”; provided, that, notwithstanding clauses (i)-(iii) above, on the date on which a Change of Control occurs, the Lock-Up Restriction will expire with respect to all Lock-Up Shares.
(c) As used hereinDuring the Lock-Up Period, the Lock-Up Shares (iwhether issued in electronic or certificated form) shall bear a legend in substantially the following form, in addition to any other applicable legends: “Business CombinationTHE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR LOCK-UP AGREEMENT, DATED AS OF OCTOBER 21, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDERS NAMED THEREIN AND THE OTHER PARTIES THERETO, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH SPONSOR LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving Promptly upon the Purchaser and one or more businesses; and (ii) “Transfer” shall mean expiration of the (1) 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 Lock-Up Restriction with respect to any Lock-Up Shares, Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing such Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of such Lock-Up Shares.
(d) For the avoidance of any doubt, each Sponsor Member shall retain all of his, her or decrease its rights as a shareholder of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder Pubco with respect toto the Lock-Up Shares held by such Sponsor Member during the Lock-Up Period, including the right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 1 contract
Sources: Sponsor Lock Up Agreement (Investcorp AI Acquisition Corp.)
Lock-Up Provisions. (a) Each Holder hereby agrees that [it] / [he] / [she] shall not to Transfer any Restricted Lock-Up Securities until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Up Period”).
(b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 1(a2(a), Transfers of shall not apply to the Restricted Securities following, provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company or the Sponsor that are held by Holder consistent with the foregoing or any of their permitted transferees (that have complied with this Section 1(b)), are permitted necessary to give further effect thereto:
(i) to the Purchaser’s officersa Transfer as a bona fide gift or gifts or charitable contribution, directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; for bona fide estate planning purposes;
(ii) in the case of an individual, transfers Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family (as defined below) of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such personPerson, or to a charitable organization; (iiiC) in the case of an individual, transfers by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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;
(iii) in the case of an entity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder;
(iv) in the case of an individualentity, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers Transfers by virtue of the applicable laws, including bankruptcy laws, or laws of the State state or jurisdiction of Delaware the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; and ;
(v) in the case of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vi) Transfers relating to Common Shares or other securities convertible into or exercisable or exchangeable for Common Shares, in each case, acquired in open market transactions after the Closing;
(vii) the exercise of options or warrants to purchase Common Shares or the vesting of awards of Common Shares and any related Transfer of Common Shares in connection therewith (A) deemed to occur upon the event “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the Purchaser’s liquidationexercise of such options or warrants, mergerthe vesting of such options, capital warrants or stock exchangeawards, reorganization or as a result of the vesting of such Common Shares, it being understood that all Common Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period;
(viii) 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 Common Shares or other similar transaction which results securities convertible into or exercisable or exchangeable for Common Shares in all connection with the termination of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent Holder’s service to the completion Company;
(ix) 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 MergerLock-Up Securities; provided, however, that in such plan does not provide for, or permit, the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.
(c) As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 Lock-Up Securities during the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, Lock-Up Period and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) 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 (3) no public announcement of any intention to effect any transaction specified in clause (1) or (2).filing is voluntarily made or required regarding such plan during the Lock-Up Period;
Appears in 1 contract
Sources: Business Combination Agreement (Jupiter Acquisition Corp)
Lock-Up Provisions. (a) Holder hereby Subject to Section 1(b) and the other terms of this Agreement, H▇▇▇▇▇ agrees that [it] / [he] / [she] it shall not effectuate a Transfer any of the Restricted Securities until that are held by the Holder during the period commencing on the Closing Date and ending on the earlier of (i) 180 120 days after the completion of the Merger Closing Date, or (ii) subsequent to the Merger, the date on which the Purchaser Holdings completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the Purchaser Stockholders Holdings’ stockholders having the right to exchange their shares of Purchaser Class A Holdings Common Stock Shares for cash, securities or other property (in each case, the “Lock-up Up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by the Holder or any of their permitted transferees (and that have complied with this Section 1(b)), ) are permitted permitted:
(i) to the Purchaser’s officersHoldings, directors, Holdings’ officers or directors or any affiliates Affiliates or immediate family members of any of the Purchaser’s officers, Holdings’ officers or directors[, any members of the Holder] or any affiliates of the Holder; ;
(ii) in the case of a Holder that is not an individual, transfers to the shareholders, limited partners or members of the Holder;
(iii) in the case of a Holder that is not an individual, by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder;
(iv) in the case of a Holder that is an individual, by gift to a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; ;
(iiiv) in the case of a Holder that is an individual, transfers by virtue of the laws of descent and distribution upon death of the that individual; ;
(ivvi) in the case of a Holder that is an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement;
(vvii) transfers by private sales or transfers made in connection with the consummation exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (whether on a Business Combination at prices no greater than cashless basis or on another basis) to the price at which extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the securities were originally purchased; provisions of this Agreement;
(viviii) transfers by virtue of the laws of the State of Delaware or to satisfy tax withholding obligations in connection with the Holder’s organizational documents upon dissolution 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 (provided, that neither the Holder nor the transferee shall be required to disclose such arrangement in a public filing with the SEC during the Lock-Up Period);
(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 the its portfolio of investments, or any successor entity following a restructuring transaction of that Holder; and and
(viixi) in the event of the Purchaser’s liquidationconnection with a Transfer pursuant to a bona fide third party tender offer, merger, capital stock exchangeconsolidation, reorganization liquidation, share exchange or other similar transaction made to all holders of Holdings Common Shares involving a change of control of Holdings or which results in all of the Purchaser Stockholders holders of Holdings Common Shares having the right to exchange their shares of Purchaser Class A Holdings Common Stock Shares for cash, securities or other property subsequent to the completion consummation of the Merger; such transaction; provided, however, that in the case each of clauses (i) through (viixi), these permitted transferees the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the restrictions hereinterms of this Agreement (unless the transferee is Holdings). If Holdings declares a dividend payable on the Holder’s Restricted Securities in Holdings Common Shares, those shares received as dividends will also be Restricted Securities subject to the provisions of this Agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with H▇▇▇▇▇▇’s transfer agent and registrar against the transfer of Restricted Shares held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions.
(c) As used hereinIf any Transfer is made or attempted contrary to the provisions of this Agreement, (i) “Business Combination” such Transfer shall mean a mergerbe null and void ab initio, capital stock exchangeand Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 Holdings may impose stop-transfer instructions with respect to or decrease of a call equivalent position within the meaning of Section 16 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 Exchange Act (if any are issued) may 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/LEAK-OUT AGREEMENT, DATED [●], 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.”
(e) For the avoidance of 1934any doubt, the Holder shall retain all of its rights as amendeda shareholder of Holdings with respect to the Restricted Securities during the Lock-Up Period, including the right to receive dividends and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Restricted Securities.
Appears in 1 contract
Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees that [it] / [he] / [she] it shall not Transfer any Restricted Securities Lock-Up Shares until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “applicable Lock-up Period”).Up Period with respect to such Lock-Up Shares:
(b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its respective Permitted Transferees may Transfer the Lock-Up Shares during the Lock-Up Period (i) to (A) the PurchaserCompany’s officers, officers or directors, (B) any affiliates or family members of the Company’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Purchaser’s officersSponsor or Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, directors[or (D) the SoFi Holders or any direct or indirect partners, any members or equity holders of the Holder] or SoFi Holders, any affiliates of the HolderSoFi Holders or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such personperson or entity, 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, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) transfers by private sales to a nominee or transfers made in connection with the consummation custodian of a Business Combination at prices no greater than the price at which the securities were originally purchasedPerson to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) transfers to the partners, members or equity holders of such Holder by virtue of the laws Sponsor’s certificate of the State of Delaware incorporation or the Holder’s organizational documents upon dissolution of the Holderbylaws, as amended; and (vii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the event Company; (ix) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (x) forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the Purchaser’s vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Purchaser Stockholders Company’s stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the completion of the MergerClosing Date; or (xii) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vii), these permitted transferees vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinin this Section 2.
(c) As used hereinIn order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period.
(d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote.
(e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to the product of (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and total percentage of Lock-Up Shares held by the Triggering Stockholder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) “Transfer” shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant total number 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 Lock-Up Shares held by the meaning of Section 16 undersigned immediately following the consummation of the Securities Exchange Act of 1934, as amended, and Closing.
(f) The lock-up provisions in this Section 2 shall supersede the rules and regulations lock-up provisions contained in Section 7(a) of the Securities certain letter agreement, dated as of October 8, 2020, by and Exchange Commission promulgated thereunder with respect toamong the Company, any security, (2) entry into any swap or other arrangement that transfers to another, in whole or in part, any the Sponsor and certain of the economic consequences Company’s current and former officers and directors (the “Insider Letter”), which provision in Section 7(a) of ownership the Insider Letter shall be of any security, whether any such transaction is to be settled by delivery of such securities, in cash no further force or otherwise, or (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)effect.
Appears in 1 contract
Lock-Up Provisions. (a) Each Holder hereby agrees that [it] / [he] / [she] shall not to Transfer any Restricted Securities Lock-Up Shares until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Up Period”).
(b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted shall not apply to:
(i) to the Purchaser’s officersas a bona fide gift or gifts or charitable contribution, directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; for bona fide estate planning purposes;
(ii) in the case of an individual, transfers Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family (as defined below) of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such personPerson, or to a charitable organization; (iiiC) in the case of an individual, transfers by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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;
(iii) in the case of an entity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder;
(iv) in the case of an individualentity, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers Transfers by virtue of the applicable laws, including bankruptcy laws, or laws of the State state or jurisdiction of Delaware the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; and ;
(v) in the case of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vi) Transfers relating to TopCo Common Shares or other securities convertible into or exercisable or exchangeable for TopCo Common Shares, in each case, acquired in open market transactions after the Closing;
(vii) the exercise of stock options or warrants to purchase shares of TopCo Common Shares or the vesting of stock awards of TopCo Common Shares and any related transfer of shares of TopCo Common Shares in connection therewith (A) deemed to occur upon the event “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the Purchaser’s liquidationexercise of such options or warrants, mergerthe vesting of such options, capital warrants or stock exchangeawards, reorganization or as a result of the vesting of such shares of TopCo Common Shares, it being understood that all shares of TopCo Common Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the applicable Lock-Up Period;
(viii) Transfers to TopCo pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by TopCo or forfeiture of TopCo Common Shares or other similar transaction which results securities convertible into or exercisable or exchangeable for TopCo Common Shares in all connection with the termination of the Purchaser Stockholders having Holder’s service to TopCo;
(ix) the right establishment, by the Holder, at any time after the Closing, of any trading plan pursuant to exchange their shares of Purchaser Class A Common Stock Rule 10b5-1 promulgated under the Exchange Act providing for cash, securities or other property subsequent to the completion transfer of the MergerLock-Up Shares; provided, however, that such plan does not provide for, or permit, the sale of any Lock-Up Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period;
(x) Transfers in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; or
(xi) Transfers to TopCo, the Company or the Sponsor, or their respective officers or directors; provided, however, that (A) in the case of clauses (iii) through and (viiiii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (ii), these (iii) and (iv), it shall be a condition to the Transfer or distribution that each applicable permitted transferees must 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 hereinset forth in this Agreement.
(c) As used hereinAny purported Transfer contrary to the provisions of this Agreement shall be void ab initio, (i) “Business Combination” and TopCo shall mean a mergerrefuse to recognize any such purported transferee of the TopCo Common Shares or securities convertible into or exercisable or exchangeable for TopCo Common Shares as an equity holder for any purpose. Each Holder acknowledges and agrees that during the Lock-Up Period, capital stock exchange, asset acquisition, stock purchase, reorganization stop transfer orders shall be placed against the Lock-Up Shares and each certificate or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” book entry position statement evidencing Lock-Up Shares shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase be stamped or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of imprinted with a put equivalent position or liquidation with respect to or decrease of a call equivalent position within legend in substantially the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap or other arrangement that transfers to anotherfollowing form, in whole or in partaddition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, any of the economic consequences of ownership of any securityDATED AS OF [●], whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (3THE “ISSUER”) public announcement of any intention to effect any transaction specified in clause (1) or (2)AND THE ISSUER’S SECURITY HOLDER NAMED T▇▇▇▇▇▇. 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: Business Combination Agreement (Bite Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a3(b), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees its Permitted Transferees may Transfer any or all of the Lock-Up Shares other than unvested Earnout Shares (that have complied with this Section 1(b)), are permitted the “Nonforfeitable Lockup-Up Shares”) during the Lock-Up Period: (i) to the PurchaserHolder’s officers, directors, managers or management committee members; (ii) to any affiliates or family members of any Affiliates of the PurchaserHolder or such Affiliate’s officers, directors[, any members of the Holder] managers or any affiliates of the Holdermanagement committee members; (iiiii) in the case of any such Permitted Transferee being an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iiiiv) in the case of any such Permitted Transferee being an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (ivv) in the case of any such Permitted Transferee being an individual, transfers pursuant to a qualified domestic relations order; (vvi) transfers by private sales to any partners (general or transfers made limited), members, shareholders or holders of similar Equity Securities of the Holder (or, in connection with the consummation each case, its nominee or custodian) or any of a Business Combination at prices no greater than the price at which the securities were originally purchasedtheir respective Affiliates; (vivii) transfers by virtue of the laws of the State of Delaware applicable Law or the Holder’s organizational documents Governing Documents upon liquidation or dissolution of the Holder; (viii) in connection with any pledge, hypothecation or other granting of a security interest in the Nonforfeitable 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 (vii) entering into an agreement providing for any such transaction); provided, that in the event of the Purchaser’s liquidationthat such tender offer, merger, capital stock exchange, reorganization consolidation or other similar such transaction which results in is not completed, all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent Nonforfeitable Lock-Up Shares shall remain subject to the completion provisions of Section 3(b); or (x) to the MergerHolder; provided, however, that that, in the case of clauses (i) through (viiix), these permitted transferees must any such Permitted Transferees shall enter into a written agreement agreeing to be bound by the restrictions hereinprovisions set forth in this Section 3 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 (i) any Lock-Up Shares during the Lock-Up Period or (ii) any unvested Earnout Shares while such Earnout Shares remain unvested.
(c) As used hereinDuring 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 [●], 2024, 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 Lock-Up Period, PubCo shall 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) Until an Earnout Share is fully vested, each certificate (if any are issued) evidencing such Earnout Share 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 FORFEITURE AS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2024, BY AND BETWEEN 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.” Promptly upon the vesting of the Earnout Shares, PubCo shall take all reasonable steps required to remove such legend from the certificates evidencing the Earnout Shares, including issuing new share certificates (if any are issued) in respect of the Earnout Shares.
(e) For the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of PubCo with respect to (i) “Business Combination” shall mean a mergerthe Lock-Up Shares during the Lock-Up Period, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving including the Purchaser and one or more businesses; right to vote any Lock-Up Shares and (ii) “Transfer” shall mean the (1) sale ofEarnout Shares while they are subject to vesting, offer including the right to sell, contract or agreement to sell, hypothecate, pledge, grant of vote 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Earnout Shares.
Appears in 1 contract
Sources: Business Combination Agreement (ExcelFin Acquisition Corp.)
Lock-Up Provisions. (a) Each Holder hereby agrees that [it] / [he] / [she] it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Restricted Securities until Lock-Up Shares during the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property Lock-Up Period (the “Lock-up PeriodTransfer Restriction”).
(b) . Notwithstanding the provisions set forth in Section 1(a)foregoing, Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the PurchaserHolder’s officers, officers or directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; (ii) to any Affiliate(s) of the Holder (including, for the avoidance of doubt, S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇); (iii) to any funds, investors, entities or accounts that are managed, sponsored or advised by S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or his affiliates; (iv) in respect of (i), (ii) or (iii), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (v) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivvi) in the case of an individualany Holder or Permitted Transferee that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations orderany partners (general or limited), members, managers, shareholders or holders of similar equity interests in the Permitted Transferee (or, in each case, its nominee or custodian) or any of its Affiliates; (vvii) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware any Holder or the HolderPermitted Transferee’s organizational documents upon liquidation or dissolution of the HolderHolder or Permitted Transferee; and (viiviii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the event incurrence of the Purchaser’s liquidationany indebtedness by a Holder or a Permitted Transferee; or (ix) pursuant to a bona fide tender offer, merger, capital stock exchange, reorganization consolidation or other similar transaction which results transaction, in each case made to all holders of the Purchaser Stockholders having the right to exchange their shares Ordinary Shares, involving a Change of Purchaser Class A Common Stock Control (including negotiating and entering into an agreement providing for cashany such transaction), securities or other property subsequent to the completion of the Merger; provided, however, that in the case event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Shares shall remain subject to the Transfer Restriction.
(b) 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 DECEMBER 23, 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDERS 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 clauses (i) through (vii)a particular portion of Lock-Up Shares, these permitted transferees must enter into a written agreement agreeing the Company shall take all reasonable steps required to be bound by remove such legend from the restrictions hereincertificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares.
(c) As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving For the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant avoidance of any option to purchase doubt, each Holder (or otherwise dispose a Permitted Transferee, if applicable) shall retain all of or agreement to dispose of, directly or indirectly, or establishment or increase its rights as a shareholder of a put equivalent position or liquidation the Company with respect to or decrease of a call equivalent position within the meaning of Section 16 of Lock-Up Shares during the Securities Exchange Act of 1934Lock-Up Period, as amended, and including the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 1 contract
Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees that [it] / [he] / [she] it shall not Transfer any Restricted Securities Lock-Up Shares until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “applicable Lock-up Period”).Up Period with respect to such Lock-Up Shares:
(b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its respective Permitted Transferees may Transfer the Lock-Up Shares during the Lock-Up Period (i) to (A) the PurchaserCompany’s officers, officers or directors, (B) any affiliates or family members of the Company’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Purchaser’s officersSponsor or Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, directors[or (D) the SoFi Holders or any direct or indirect partners, any members or equity holders of the Holder] or SoFi Holders, any affiliates of the HolderSoFi Holders or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such personperson or entity, 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, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) transfers by private sales to a nominee or transfers made in connection with the consummation custodian of a Business Combination at prices no greater than the price at which the securities were originally purchasedPerson to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) transfers to the partners, members or equity holders of such Holder by virtue of the laws Sponsor’s certificate of the State of Delaware incorporation or the Holder’s organizational documents upon dissolution of the Holderbylaws, as amended; and (vii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the event Company; (ix) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (x) forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the Purchaser’s vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Purchaser Stockholders Company’s stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the completion of the MergerClosing Date; or (xii) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vii), these permitted transferees vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinin this Section 2.
(c) As used hereinIn order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period.
(d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote.
(e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to the product of (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and total percentage of Lock-Up Shares held by the Triggering Stockholder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) “Transfer” shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant total number 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 Lock-Up Shares held by the meaning of Section 16 undersigned immediately following the consummation of the Securities Exchange Act of 1934, as amended, and Closing.
(f) The lock-up provisions in this Section 2 shall supersede the rules and regulations lock-up provisions contained in Section 7 of the Securities certain letter agreement, dated as of October 8, 2020, by and Exchange Commission promulgated thereunder with respect toamong the Company, any security, (2) entry into any swap or other arrangement that transfers to another, in whole or in part, any the Sponsor and certain of the economic consequences Company’s current and former officers and directors (the “Insider Letter”), which provision in Section 7 of ownership the Insider Letter shall be of any security, whether any such transaction is to be settled by delivery of such securities, in cash no further force or otherwise, or (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)effect.
Appears in 1 contract
Sources: Lock Up Agreement (Social Capital Hedosophia Holdings Corp. V)
Lock-Up Provisions. (a) The Holder hereby agrees that [it] / [he] / [she] it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Restricted Securities until Lock-Up Shares during the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property Lock-Up Period (the “Lock-up PeriodTransfer Restriction”).
(b) . Notwithstanding the provisions set forth in Section 1(a)foregoing, Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the PurchaserHolder’s officers, officers or directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; (ii) to any Affiliate(s) of the Holder (including, for the avoidance of doubt, S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇); (iii) in respect of (i) or (ii), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iiiiv) in respect of (i) or (ii), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individualany Permitted Transferee that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (vgeneral or limited), members, managers, shareholders or holders of similar equity interests in the Permitted Transferee (or, in each case, its nominee or custodian) transfers by private sales or transfers made in connection with the consummation any of a Business Combination at prices no greater than the price at which the securities were originally purchasedits Affiliates; (vi) transfers by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware or the Holderany Permitted Transferee’s organizational documents upon liquidation or dissolution of the HolderPermitted Transferee; and (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the event incurrence of the Purchaser’s liquidationany indebtedness by a Permitted Transferee (provided that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, capital stock exchange, reorganization consolidation or other similar transaction which results transaction, in each case made to all holders of the Purchaser Stockholders having the right to exchange their shares Ordinary Shares, involving a Change of Purchaser Class A Common Stock Control (including negotiating and entering into an agreement providing for cashany such transaction), securities or other property subsequent to the completion of the Merger; provided, however, that in the case event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Shares shall remain subject to the Transfer Restriction.
(b) 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 MARCH 13, 2024, BY AND BETWEEN 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.” Promptly upon the Transfer Restriction ceasing to apply in respect of clauses (i) through (vii)a particular portion of Lock-Up Shares, these permitted transferees must enter into a written agreement agreeing the Company shall take all reasonable steps required to be bound by remove such legend from the restrictions hereincertificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares.
(c) As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving For the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant avoidance of any option to purchase doubt, the Holder (or otherwise dispose a Permitted Transferee, if applicable) shall retain all of or agreement to dispose of, directly or indirectly, or establishment or increase its rights as a shareholder of a put equivalent position or liquidation the Company with respect to or decrease of a call equivalent position within the meaning of Section 16 of Lock-Up Shares during the Securities Exchange Act of 1934Lock-Up Period, as amended, and including the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 1 contract
Lock-Up Provisions. (a) Each Holder hereby agrees that [it] / [he] / [she] shall not to Transfer any Restricted Securities Lock-Up Shares until the earlier of (i) 180 days after the completion end of the Merger or Lock-Up Period. 2 Note to Draft: Above Food holders (ii) subsequent other than those holders listed on Schedule A-2, collectively referred to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (herein as the “AF Insiders”) and each potential recipient of ANF Purchase Consideration Shares will be subject to a 6-month Lock-up Up Period”). Sponsor, Sponsor Affiliates and the AF Insiders will be subject to a 12-month Lock-Up Period.
(b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted shall not apply to:
(i) to the Purchaser’s officersas a bona fide gift or gifts or charitable contribution, directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; for bona fide estate planning purposes;
(ii) in the case of an individual, transfers Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family (as defined below) of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such personPerson, or to a charitable organization; (iiiC) in the case of an individual, transfers by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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;
(iii) in the case of an entity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder;
(iv) in the case of an individualentity, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers Transfers by virtue of the applicable laws, including bankruptcy laws, or laws of the State state or jurisdiction of Delaware the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; and ;
(v) in the case of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vi) Transfers relating to TopCo Common Shares or other securities convertible into or exercisable or exchangeable for TopCo Common Shares, in each case, acquired in open market transactions after the Closing;
(vii) the exercise of stock options or warrants to purchase shares of TopCo Common Shares or the vesting of stock awards of TopCo Common Shares and any related transfer of shares of TopCo Common Shares in connection therewith (A) deemed to occur upon the event “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the Purchaser’s liquidationexercise of such options or warrants, mergerthe vesting of such options, capital warrants or stock exchangeawards, reorganization or as a result of the vesting of such shares of TopCo Common Shares, it being understood that all shares of TopCo Common Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the applicable Lock-Up Period;
(viii) Transfers to TopCo pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by TopCo or forfeiture of TopCo Common Shares or other similar transaction which results securities convertible into or exercisable or exchangeable for TopCo Common Shares in all connection with the termination of the Purchaser Stockholders having Holder’s service to TopCo;
(ix) the right establishment, by the Holder, at any time after the Closing, of any trading plan pursuant to exchange their shares of Purchaser Class A Common Stock Rule 10b5-1 promulgated under the Exchange Act providing for cash, securities or other property subsequent to the completion transfer of the MergerLock-Up Shares; provided, however, that in such plan does not provide for, or permit, the case sale of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by any Lock-Up Shares during the restrictions herein.Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period;
(cx) As used hereinTransfers in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; or
(ixi) “Business Combination” shall mean a mergerTransfers to TopCo, capital stock exchange, asset acquisition, stock purchase, reorganization the Company or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 indirectlySponsor, or establishment their respective officers 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2).directors;
Appears in 1 contract
Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees that [it] / [he] / [she] it shall not Transfer any Restricted Securities Lock-Up Shares until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “applicable Lock-up Period”)Up Period with respect to such Lock-Up Shares.
(b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its respective Permitted Transferees may Transfer the Lock-Up Shares during the Lock-Up Period (i) to (A) the PurchaserCompany’s officers, or ProKidney’s officers or directors, (B) any affiliates or family members of the Company’s or ProKidney’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Purchaser’s officersSponsor or Sponsor Key Holders, directors[, any members of the Holder] or any affiliates of the HolderSponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) the ProKidney Holders or any direct or indirect partners, members or equity holders of the ProKidney Holders, any affiliates of the ProKidney Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; (ii) in the case of an individual, transfers by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, 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 such individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) transfers by private sales to a nominee or transfers made in connection with the consummation custodian of a Business Combination at prices no greater than the price at which the securities were originally purchasedPerson to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) transfers to the partners, members or equityholders of such Holder by virtue of the laws of the State of Delaware or the HolderSponsor’s organizational documents upon dissolution of the Holderdocuments, as amended; and (vii) in connection with a pledge of shares of Acquiror Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units, or any other securities convertible into or exercisable or exchangeable for shares of Acquiror Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units (and after the event Restructuring, Class A Common Shares, Class B Common Shares or Common Units, or any other securities convertible into or exercisable or exchangeable for Class A Common Shares, Class B Common Shares or Common Units), to a financial institution, including the enforcement of any such pledge by a financial institution; (viii) to the Purchaser’s Company or ProKidney; (ix) as forfeitures of shares of Acquiror Common Stock (and after the Restructuring, Common Shares) pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of Acquiror Common Stock or New Company Common Units (and after the Restructuring, Common Shares or Common Units) to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board of Directors of ProKidney Cayman (and after the Restructuring, the Board of Directors of the Company) or a duly authorized committee thereof or other similar transaction which results in all of ProKidney Cayman’s (and after the Purchaser Stockholders Restructuring, the Company’s) stockholders having the right to exchange their shares of Purchaser Class A Acquiror Common Stock (and after the Restructuring, their Common Shares) for cash, securities or other property subsequent to the completion Closing Date; (xii) pursuant to an exchange of New Company Common Units for shares of Acquiror Common Stock (and after the Restructuring, Paired Interests for Class A Common Shares) pursuant to the Exchange Agreement (provided, that any shares of Acquiror Common Stock for which New Company Common Units (and after the Restructuring, any Class A Common Shares for which Paired Interests) are exchanged pursuant to this clause (xii) shall continue to be Lock-Up Shares for the duration of the Mergerapplicable Lock-Up Period); or (xiii) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (viivi), these permitted transferees such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinin this Section 2.
(c) As used hereinIn order to enforce this Section 2, the Company and ProKidney may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period.
(d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company or equityholder of ProKidney, as applicable, with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holder is entitled to vote.
(e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then each Holder shall also be granted an early release from his, her or its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole Lock-Up Share equal to the product of (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) “Transfer” the total number of Lock-Up Shares held by the Holder immediately following the consummation of the Closing; provided that, the foregoing shall mean the (1) 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 not be applicable with respect to a release or decrease waiver of a call equivalent position within any Holder that holds less than an aggregate of 100,000 New Company Common Units (and after the meaning Restructuring, Common Units).
(f) The lock-up provisions in this Section 2 shall supersede the lock-up provisions contained in Sections 7(a) and 7(b) of Section 16 that certain letter agreement dated as of June 29, 2021 and that certain letter agreement dated as of September 24, 2021, in each case by and among ProKidney Cayman, the Sponsor and certain of ProKidney Cayman’s then current and former officers and directors (collectively, the “Insider Letters”) and which provisions in Sections 7(a) and 7(b) of the Securities Exchange Act Insider Letters shall be of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap no further force 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)effect.
Appears in 1 contract
Sources: Lock Up Agreement (Prokidney Corp.)
Lock-Up Provisions. (a) Each Lock‑Up Holder hereby agrees that [it] / [he] / [she] , he or she shall not Transfer any Restricted Securities Common Stock until the earlier of (i) 180 days after the completion of the Merger six months or (ii) subsequent to the Merger, the date on which the Purchaser Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders Company’s stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Common Stock Lock‑Up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a10(a), Transfers of the shares of Common Stock (collectively, “Restricted Securities Securities”) that are held by Holder the Lock‑Up Holders or any of their permitted transferees Permitted Transferees (that have complied with this Section 1(b)10), are permitted (i) to the PurchaserCompany’s officers, officers or directors, any affiliates affiliate or family members member of any of the PurchaserCompany’s officers, officers or directors[, any members affiliate of the Holder] such Lock‑Up Holder or any affiliates member of the such Lock‑Up Holder; (ii) in the case of an individual, transfers by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, individual 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 such individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; or (v) transfers by private sales or transfers made in connection with the consummation case of a Business Combination at prices no greater than the price at which the securities were originally purchased; corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) transfers by virtue of the laws of the State of Delaware or the a Lock‑Up Holder’s organizational documents upon dissolution of the Holder; and such Lock‑Up Holder (vii) in the event of the Purchaser’s liquidationeach such transferee, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the completion of the Mergera “Permitted Transferee”); provided, however, that that, in the case of clauses (i) through (vii)each case, these permitted transferees any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions hereinherein in this Section 10(b) and the other restrictions contained in this Agreement.
(c) As used hereinIf any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and 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 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 JANUARY 31, 2023, 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 that are entitled to vote. The Company agrees to (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving instruct its transfer agent to remove the Purchaser and one or more businesses; legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) “Transfer” shall mean cause its legal counsel, at the (1) sale ofCompany’s expense, offer to selldeliver the necessary legal opinions, contract or agreement if any, 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)transfer agent.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Isoray, Inc.)
Lock-Up Provisions. (a) Holder The Shareholder hereby agrees that [it] / [he] / [she] it shall not, and shall cause any of its Permitted Transferees not to, without the prior written consent of the Representatives, Transfer any Restricted Securities until Lock-Up Shares during the earlier of Lock-Up Period (i) 180 days after the completion of “Transfer Restriction”). Notwithstanding the Merger or (ii) subsequent to the Mergerforegoing, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization Shareholder or other similar transaction that results in any of its Permitted Transferees may Transfer any or all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Up Shares during the Lock-Up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted : (i) to the PurchaserShareholder’s officers, officers or directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; (ii) to any Affiliate(s) of the Shareholder or any funds, investors, entities or accounts that are managed, sponsored or advised by such Shareholder or its Affiliates; (iii) in respect of (i) or (ii), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iiiiv) in respect of (i) or (ii), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individualany Shareholder that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (vgeneral or limited), members, managers, shareholders or holders of similar equity interests in the Shareholder (or, in each case, its nominee or custodian) transfers by private sales or transfers made in connection with the consummation any of a Business Combination at prices no greater than the price at which the securities were originally purchasedits Affiliates; (vi) transfers in the case of any Permitted Transferee that is a corporation, partnership, limited liability company, trust or other business entity, to any partners (general or limited), members, managers, shareholders or holders of similar equity interests in the Permitted Transferee (or, in each case, its nominee or custodian) or any of its Affiliates; (vii) by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware any Shareholder’s or the HolderPermitted Transferee’s organizational documents upon liquidation or dissolution of the HolderShareholder or Permitted Transferee; and (viiviii) as a distribution in kind in accordance with the event organizational documents of Shareholder or a Permitted Transferee; (ix) for the Purchaser’s liquidationpurposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Shareholder or a Permitted Transferee; or (x) pursuant to a bona fide tender offer, merger, capital stock exchange, reorganization consolidation or other similar transaction which results transaction, in each case made to all holders of the Purchaser Stockholders having the right to exchange their shares Ordinary Shares, involving a Change of Purchaser Class A Common Stock Control (including negotiating and entering into an agreement providing for cashany such transaction), securities or other property subsequent to the completion of the Merger; provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Shares shall remain subject to the Transfer Restriction; provided, further, that in the case of clauses (i) through (vii), these permitted transferees must enter into (ii), (iii) and (iv), such Permitted Transferee agrees to the terms of this Lock-up Agreement.
(b) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a written agreement agreeing legend in substantially the following form, in addition to be bound by 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.” Promptly upon the restrictions hereinTransfer Restriction ceasing to apply in respect of a particular portion of Lock-Up Shares, the Company 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.
(c) As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving For the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant avoidance of any option to purchase doubt, the Shareholder (or otherwise dispose a Permitted Transferee, if applicable) shall retain all of or agreement to dispose of, directly or indirectly, or establishment or increase its rights as a shareholder of a put equivalent position or liquidation the Company with respect to or decrease of a call equivalent position within the meaning of Section 16 of Lock-Up Shares during the Securities Exchange Act of 1934Lock-Up Period, as amended, and including the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees that [it] / [he] / [she] shall not Transfer any Restricted Securities until the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”).
(b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of the Restricted Securities that are held by Holder each Sponsor Member or any of their permitted transferees (that have complied with this Section 1(b))its Permitted Transferees may Transfer any or all of the Lock-Up Shares held by him, are permitted her or it during the Lock-Up Period: (i) to the Purchasersuch Sponsor Member’s officers, directors, managers or management committee members; (ii) to any affiliates Affiliates of such Sponsor Member or family members of any of the Purchasersuch Affiliate’s officers, directors[, any members of the Holder] managers or any affiliates of the Holdermanagement committee members; (iiiii) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, transfers by gift to a member of the individualsuch person’s immediate family, Immediate Family or to a trust, the beneficiary of which is such person or a member of the individual’s immediate family or an affiliate of such person’s Immediate Family, or to a charitable organization; (iiiiv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, transfers by virtue of laws of descent and distribution upon death of the individualsuch person; (ivv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, transfers pursuant to a qualified domestic relations order; (vvi) transfers to any partners (general or limited), members, shareholders or holders of similar Equity Securities of such Sponsor Member (or, in each case, its nominee or custodian) or any of their respective Affiliates; (vii) by private sales virtue of applicable Law or transfers made the organizational or governing documents of such Sponsor Member or such Permitted Transferee upon liquidation or dissolution of such Sponsor Member or such Permitted Transferee; (viii) in connection with the consummation any pledge, hypothecation or other granting of a Business Combination at prices no greater than security interest in the price at which Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the securities were originally purchasedincurrence of any indebtedness by such Sponsor Member (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (viix) transfers by virtue pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of the laws Pubco Ordinary Shares involving a Change of the State of Delaware or the Holder’s organizational documents upon dissolution of the Holder; Control (including negotiating and entering into an agreement providing for any such transaction) (vii) provided, that in the event of the Purchaser’s liquidationthat such tender offer, merger, capital stock exchange, reorganization consolidation or other similar such transaction which results in is not completed, all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent Lock-Up Shares shall remain subject to the completion provisions of the MergerSection 2(b)); or (x) to such Sponsor Member; provided, however, that that, in the case of clauses (i) through (viiix), these permitted transferees must enter into any such Permitted Transferees shall execute this Agreement or a written agreement joinder agreeing to be bound by become a party to this Agreement prior to or concurrently with such Transfer.
(b) Each Sponsor Member hereby agrees, on its own behalf and on behalf of its Permitted Transferees, that neither such Sponsor Member nor any of its Permitted Transferees shall Transfer any Lock-Up Shares during the restrictions hereinLock-Up Period (such restriction, the “Lock-Up Restriction”), except as permitted in accordance with the following:
(i) on the date that is six months following the Closing Date, the Lock-Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 6-Month Lock-Up Shares”;
(ii) on the date that is the first anniversary of the Closing, the Lock-Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 12-Month Lock-Up Shares”; and
(iii) on the date that is the second anniversary of the Closing, the Lock-Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 24-Month Lock-Up Shares”; provided, that, notwithstanding clauses (i)-(iii) above, on the date on which a Change of Control occurs, the Lock-Up Restriction will expire with respect to all Lock-Up Shares.
(c) As used hereinDuring the Lock-Up Period, the Lock-Up Shares (iwhether issued in electronic or certificated form) shall bear a legend in substantially the following form, in addition to any other applicable legends: “Business CombinationTHE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR LOCK-UP AGREEMENT, DATED AS OF OCTOBER 21, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDERS NAMED THEREIN AND THE OTHER PARTIES THERETO, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH SPONSOR LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving Promptly upon the Purchaser and one or more businesses; and (ii) “Transfer” shall mean expiration of the (1) 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 Lock-Up Restriction with respect to any Lock-Up Shares, Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing such Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of such Lock-Up Shares.
(d) For the avoidance of any doubt, each Sponsor Member shall retain all of his, her or decrease its rights as a shareholder of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder Pubco with respect toto the Lock-Up Shares held by such Sponsor Member during the Lock-Up Period, including the right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 1 contract
Sources: Business Combination Agreement (Investcorp AI Acquisition Corp.)
Lock-Up Provisions. (a) Each Holder hereby agrees that [it] / [he] / [she] shall (i) not to Transfer any Restricted Lock-Up Securities until the earlier end of (i) 180 days after applicable the completion of the Merger or Lock-Up Period and (ii) subsequent to the Mergerthat it shall not exercise any of its rights, the date on which the Purchaser completes a liquidationif any, merger, capital stock exchange, reorganization or other similar transaction that results in all under Section 2.2 of the Purchaser Stockholders having Registration Rights Agreement until the right restrictions set forth in Section 2(a)(i) of this Agreement no longer apply to exchange their shares any of Purchaser Class A Common Stock for cash, securities or other property (the “such Holder’s Lock-up Period”)Up Securities.
(b) Notwithstanding Section 2(a)(i), the provisions restrictions set forth in Section 1(a)2(a)(i) shall not apply to the following, Transfers of provided that the Restricted Securities Holder further agrees to execute such agreements as may be reasonably requested by the Company or the Sponsor that are held by Holder consistent with the foregoing or any of their permitted transferees (that have complied with this Section 1(b)), are permitted necessary to give further effect thereto:
(i) to the Purchaser’s officersa Transfer as a bona fide gift or gifts or charitable contribution, directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder; for bona fide estate planning purposes;
(ii) in the case of an individual, transfers Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such personPerson, or to a charitable organization; (iiiC) in the case of an individual, transfers by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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;
(iii) in the case of an entity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder;
(iv) in the case of an individualentity, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers Transfers by virtue of the applicable laws, including bankruptcy laws, or laws of the State state or jurisdiction of Delaware the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; and ;
(v) in the case of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vi) Transfers relating to Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares, in each case, acquired in open market transactions after the Closing;
(vii) the exercise of options or warrants to purchase Ordinary Shares or the vesting of awards of Ordinary Shares and any related Transfer of Ordinary Shares in connection therewith (A) deemed to occur upon the event “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the Purchaser’s liquidationexercise of such options or warrants, mergerthe vesting of such options, capital warrants or stock exchangeawards, reorganization or as a result of the vesting of such Ordinary Shares, it being understood that all Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period;
(viii) Transfers to the Company (or any direct or indirect subsidiary of the Company) pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company (or applicable subsidiary) or forfeiture of Ordinary Shares or other similar transaction which results securities convertible into or exercisable or exchangeable for Ordinary Shares in all connection with the termination of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent Holder’s service to the completion Company (or applicable subsidiary);
(ix) Transfers to the Company or any direct or indirect subsidiary of the MergerCompany without consideration or for only nominal consideration;
(x) Transfers to a bona fide service provider in connection with and in consideration for services related to the transactions contemplated herein; and
(xi) 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 complies with the restrictions set forth in Section 2(a)(i) hereof; provided, however, that (A) in the case of clauses (iii) through and (viiiii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (ii), these (iii) and (iv), it shall be a condition to the Transfer or distribution that each applicable permitted transferees must 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 herein.set forth in this Agreement
(c) As used hereinAny 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 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 LOCK-UP AGREEMENT, DATED AS OF [•], 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.”
(d) Notwithstanding anything to the contrary in this Section 2, (i) “Business Combination” to the extent a Holder reasonably expects to incur a Tax obligation as a result of the Transactions, then, upon presentation of satisfactory evidence of such obligation to the Company, at the Company’s sole discretion, such Holder shall mean be permitted to Transfer for value a mergersufficient number of Lock-Up Securities to satisfy such Tax obligation and, capital stock exchangeupon the determination of the Company that such a Transfer is otherwise permitted by applicable Law, asset acquisitionthe Company shall instruct its transfer agent to permit such Transfer notwithstanding this Section 2 or any stop transfer restrictions hereunder, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean except as permitted in the immediately preceding clause (1) sale ofi), offer to sell, contract the extent any Holder is granted a release or agreement waiver from the restrictions contained in this Section 2 prior 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 expiration of the Securities Exchange Act of 1934Lock-Up Period, then all Holders shall be automatically granted a release or waiver from the restrictions contained in this Section 2 to the same extent, on substantially the same terms as amendedand on a pro rata basis with, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap Holder to which such release 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 waiver is to be settled by delivery of such securities, in cash or otherwise, or (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)granted.
Appears in 1 contract
Lock-Up Provisions. (a) Each Holder hereby agrees that [it] / [he] / [she] it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Restricted Securities until Lock-Up Shares during the earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property Lock-Up Period (the “Lock-up PeriodTransfer Restriction”).
(b) . Notwithstanding the provisions set forth in Section 1(a)foregoing, Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the PurchaserHolder’s officers, officers or directors, ; (ii) to any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates Affiliate(s) of the Holder; (iii) to any funds, investors, entities or accounts that are managed, sponsored or advised by M▇▇▇▇▇▇ Capital Management L.P. or its affiliates, (iv) in respect of (i), (ii) or (iii), in the case of an individual, transfers by gift to a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individualany Holder or Permitted Transferee that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (vgeneral or limited), members, managers, shareholders or holders of similar equity interests in the Permitted Transferee (or, in each case, its nominee or custodian) transfers by private sales or transfers made in connection with the consummation any of a Business Combination at prices no greater than the price at which the securities were originally purchasedits Affiliates; (vi) transfers by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware any Holder or the HolderPermitted Transferee’s organizational documents upon liquidation or dissolution of the HolderHolder or Permitted Transferee; and (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the event incurrence of the Purchaser’s liquidationany indebtedness by a Holder or a Permitted Transferee; or (viii) pursuant to a bona fide tender offer, merger, capital stock exchange, reorganization consolidation or other similar transaction which results transaction, in each case made to all holders of the Purchaser Stockholders having the right to exchange their shares Ordinary Shares, involving a Change of Purchaser Class A Common Stock Control (including negotiating and entering into an agreement providing for cashany such transaction), securities or other property subsequent to the completion of the Merger; provided, however, that in the case event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Shares shall remain subject to the Transfer Restriction.
(b) 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 DECEMBER 23, 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDERS 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 clauses (i) through (vii)a particular portion of Lock-Up Shares, these permitted transferees must enter into a written agreement agreeing the Company shall take all reasonable steps required to be bound by remove such legend from the restrictions hereincertificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares.
(c) As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving For the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant avoidance of any option to purchase doubt, each Holder (or otherwise dispose a Permitted Transferee, if applicable) shall retain all of or agreement to dispose of, directly or indirectly, or establishment or increase its rights as a shareholder of a put equivalent position or liquidation the Company with respect to or decrease of a call equivalent position within the meaning of Section 16 of Lock-Up Shares during the Securities Exchange Act of 1934Lock-Up Period, as amended, and including the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, right to vote any security, (2) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2)Lock-Up Shares.
Appears in 1 contract
Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees that [it] / [he] / [she] it shall not Transfer any Restricted Lock-Up Securities until the earlier of (i) 180 days after the completion end of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Lock-up Period”)Up Period applicable to such Holder.
(b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of the Restricted Securities that are held by each Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) to the Purchaser’s officers(A) any direct or indirect partners, directors, any affiliates members or family members of any equity holders of the Purchaser’s officersSponsor, directors[, any members of the Holder] or any affiliates of the HolderSponsor or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates or (B) the Company Holders or any direct or indirect partners, members or equity holders of the Company Holders, any affiliates of the Company Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; (ii) in the case of an individual, transfers by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, 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 such individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) transfers by private sales to a nominee or transfers made in connection with the consummation custodian of a Business Combination at prices no greater than the price at which the securities were originally purchasedPerson to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) transfers by virtue of to the laws of the State of Delaware or the Holder’s organizational documents upon dissolution of the HolderCompany; and (vii) in the event of the Purchaser’s connection with a liquidation, merger, capital stock share exchange, reorganization reorganization, tender offer approved by the board of directors of the Company (the “Company Board”) or a duly authorized committee thereof or other similar transaction which results in all of the Purchaser Stockholders Company’s shareholders having the right to exchange their shares of Purchaser Class A PubCo Common Stock Shares for cash, securities or other property subsequent to the completion Closing Date; (viii) in connection with any legal, regulatory or other order; or (ix) in the case of the Mergera Company Holder, to support LG Parent’s or any of its subsidiaries’ credit obligations; provided, however, that in the case of clauses (i) through (viiiv), these permitted transferees such Permitted Transferees must enter into a written agreement agreeing duly executed joinder to this Agreement in the form of Exhibit A hereto; provided, further, that no filing by any Holder under the Exchange Act or other public announcement shall be bound made (including voluntarily) in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the restrictions hereinrules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 2(b) shall not involve a disposition for value.
(c) As used hereinIn order to enforce this Section 2, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) 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 Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above.
(d) For the avoidance of doubt, each Holder shall retain all of its rights as a securityholder of the Company with respect to the Lock-Up Securities during the Lock-Up Period, including the right to vote any Lock-Up Security that such Holder is entitled to vote, as applicable.
(e) Notwithstanding anything in this Agreement to the contrary, the Company Board shall be entitled to release any Holder from any or decrease all of its obligations hereunder on behalf of the Company; provided, however, that if one Holder is released, the other Holders shall also be similarly released to the same relative extent as the released Holder.
(f) The lock-up provisions in this Section 2 shall, with respect to any Holder, supersede the lock-up provisions contained in Sections 7(a) of that certain letter agreement, dated as of January 5, 2022, by and among SEAC, the Sponsor and SEAC’s officers and directors (the “Prior Agreement”) with respect to such Holder and such provision of the Prior Agreement shall be of no further force or effect with respect to such Holder.
(g) For the avoidance of doubt, nothing herein shall prohibit or restrict a spin-off, separation, distribution or similar transaction that results in the equity holders of Lions Gate Entertainment Corp. (“LGEC”) receiving equity interests in the Company or its successor, including by way of a call equivalent position within transfer of Lock-Up Securities to an entity that will become an independent, separately traded public company from LGEC (provided, that, such transaction shall not be completed prior to the meaning date of Section 16 effectiveness of the Securities Exchange Act Registration Statement (as defined in the Subscription Agreements entered into by the Company and SEAC with certain institutional accredited investors on December 22, 2023) unless such transaction would otherwise result in the exchange of 1934, Subscriber Shares (as amended, and defined in the rules and regulations Subscription Agreements) for an equivalent number of freely-tradeable equity securities of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2surviving entity) 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 (3) public announcement of any intention to effect any transaction specified in clause (1) or (2).
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Sources: Lock Up Agreement (Screaming Eagle Acquisition Corp.)