Lock-Up Provisions. (a) Each of the Key Company Securityholders hereby agrees that he, she or it shall not, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up Shares during the Lock-Up Period (the “Lock-Up Restriction”), except as permitted in accordance with the following: (i) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “First Tranche”) if a Stock Price Level equal to or greater than $15.00 is achieved; (ii) during the Lock-Up Period and after or concurrently with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved; (iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and (iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event occurs. In the event of an early expiration of the Lock-Up Restriction with respect to the First Tranche, the Second Tranche, the Third Tranche or all of the Lock-Up Shares as set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration of the Lock-Up Restriction. (b) Notwithstanding the provisions set forth in Section 2(a), each Key Company Securityholder and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during the Lock-Up Period (i) to any Affiliate(s) of such Key Company Securityholder or such Permitted Transferee, or (ii) in the case of an individual Key Company Securityholder or Permitted Transferee, (A) to a member of such individual’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transferee’s immediate family, or (B) by virtue of laws of descent and distribution upon the death of such Key Company Securityholder or Permitted Transferee. (c) If, during the Lock-Up Period, (i) Pubco declares, sets aside or pays any share dividend or other distribution payable in shares to its shareholders of record as of a time prior to the expiration of the Lock-Up Period, or (ii) the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event be subject to further adjustment in accordance with this Section 2(c). (d) If any Transfer is made or attempted contrary to the provisions of this Section 2, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares as the holder of record of such Lock-Up Shares for any purpose. In order to enforce this Section 2(d), Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with the terms of this Section 2 through the expiration of the Lock-Up Period. (e) 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 AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2025, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.
Appears in 1 contract
Sources: Key Company Securityholder Lock Up Agreement (Plum Acquisition Corp. III)
Lock-Up Provisions. (a) Each Subject to Section 1(b) and the other terms of the Key Company Securityholders hereby this Agreement, Sponsor and each Insider agrees that he, she or it shall notnot effectuate a Transfer of (i) the Base Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earlier of (x) six (6) months after the Closing and (y) the date following the Closing on which Holdings completes a liquidation, and shall cause hismerger, her capital stock exchange, reorganization or other similar transaction that results in all of its Permitted Transferees stockholders having the right to notexchange their shares of common stock for cash, Transfer any securities or other property (the “Base Lock-Up Shares Period”) or (ii) the Special Restricted Securities during the Lock-Up Period period commencing on the Closing Date and ending on the date that is the earliest of (w) eighteen (18) months after the “Lock-Up Restriction”Closing, (x) with respect to fifty percent (50%) of the Special Restricted Securities, the first trading day following the date on which the last reported sale price of Holdings Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), except (y) with respect to fifty percent (50%) of the Special Restricted Securities, the first trading day following the date on which the last reported sale price of Holdings Ordinary Shares equals or exceeds $15.00 per share (as permitted adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and (z) the date following the Closing on which Holdings completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in accordance all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (together with the following:
(i) during the Base Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “First Tranche”) if a Stock Price Level equal to or greater than $15.00 is achieved;
(ii) during the Lock-Up Period and after or concurrently with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event occurs”). In the event of an early expiration of the Lock-Up Restriction with respect to the First Tranche, the Second Tranche, the Third Tranche or all of the Lock-Up Shares as set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration of the Lock-Up Restriction.
(b) Notwithstanding the provisions set forth in Section 2(a), each Key Company Securityholder and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during the Lock-Up Period (i) to any Affiliate(s) of such Key Company Securityholder or such Permitted Transferee, or (ii) in the case of an individual Key Company Securityholder or Permitted TransfereeFor purposes hereof, (A) the “Special Restricted Securities” shall mean a number of Holdings Ordinary Shares to be received by the Sponsor and the Insiders pursuant to the Business Combination Agreement (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions) equal to the aggregate number of Holdings Ordinary Shares that the Company and SPAC, in their respective sole discretion, provide to PIPE Investors as an incentive to enter into the applicable Subscription Agreement (including, if any PIPE Investor is purchasing Holdings Ordinary Shares at a member of such individual’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trustprice lower than $10.10 per share, the beneficiary number of which is such Key Company Securityholder or such Permitted Transferee or a member Holdings Ordinary Shares that would have been provided to the PIPE investor to incentivize the PIPE Investor to purchase Holdings Ordinary Shares at $10.10 per share), provided that the number of such Key Company Securityholder’s or such Permitted Transferee’s immediate familySpecial Restricted Securities shall not exceed 3,552,500 Holdings Ordinary Shares, or (B) the “Base Restricted Securities” shall mean a number of Holdings Ordinary Shares to be received by virtue of laws of descent the Sponsor and distribution upon the death of such Key Company Securityholder or Permitted Transferee.
(c) If, during the Lock-Up Period, (i) Pubco declares, sets aside or pays any share dividend or other distribution payable in shares to its shareholders of record as of a time prior Insiders pursuant to the expiration of the Lock-Up Period, Business Combination Agreement (together with any dividends or (ii) the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event be subject to further adjustment in accordance with this Section 2(c).
(d) If any Transfer is made or attempted contrary to the provisions of this Section 2, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares as the holder of record of such Lock-Up Shares for any purpose. In order to enforce this Section 2(d), Pubco may impose stop-transfer instructions distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions) equal to 6,660,938 minus the Lock-Up Shares in accordance with number of Special Restricted Securities, and (C) the terms of this Section 2 through “Restricted Securities” shall mean the expiration of Special Restricted Securities and the Lock-Up PeriodBase Restricted Securities, together. 1 Note to Draft: Insiders to be removed as parties to the extent all Restricted Securities are held by the Sponsor immediately following Closing.
(e) 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 AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2025, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(f) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.
Appears in 1 contract
Sources: Lock Up Agreement (Air Water Co)
Lock-Up Provisions. (a) Each of Subject to the Key Company Securityholders hereby agrees that heexceptions set forth herein, she or it shall not, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up Shares during the applicable Lock-Up Period (as defined below), each Parent Shareholder agrees not to Transfer any Locked-Up Shares held by such Parent Shareholder. As used herein, the “Lock-Up Restriction”)Period” shall mean, except as permitted in accordance with the following:
(i) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third 50% of the LockLocked-Up Shares issued to each Key Company Securityholder at held by such Parent Shareholder, the Company Amalgamation Effective Time period of time commencing on the Closing Date and expiring on the earlier of (A) the “First Tranche”date that is six (6) if a Stock months following the Closing Date or (B) the date on which the closing Parent Per Share Trading Price Level equal to equals or greater than exceeds $15.00 is achieved;
12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 Trading Days within any thirty (30)-Trading Day period commencing after the Closing Date, and (ii) during the Lock-Up Period and after or concurrently with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third remaining 50% of the LockLocked-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time held (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect rounded up to the First Tranche under Section 2(a)(inearest whole share) and the Second Tranche under Section 2(a)(ii)held by such Parent Shareholder, the Lock-Up Restriction shall expire with respect to period of time commencing on the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time Closing Date and expiring on the date on which a Change of Control Event occurs. In this six (6) months following the event of an early expiration of the Lock-Up Restriction with respect Closing Date; or earlier in either case, if subsequent to the First TrancheClosing Date, the Second TrancheParent completes a liquidation, the Third Tranche merger, share exchange, reorganization or other similar transaction that results in all of the Lock-Up Parent’s shareholders having the right to exchange their Parent Ordinary Shares as for cash, securities or other property (such periods set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration of the Lock-Up Restriction.
(b) Notwithstanding the provisions set forth in Section 2(a), each Key Company Securityholder and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during the Lock-Up Period (i) to any Affiliate(s) of such Key Company Securityholder or such Permitted Transferee, or (ii) in the case of an individual Key Company Securityholder or Permitted Transferee, (A) to a member of such individual’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transferee’s immediate family, or (B) by virtue of laws of descent and distribution upon the death of such Key Company Securityholder or Permitted Transferee.
(c) If, during the Lock-Up Period, (i) Pubco declares, sets aside or pays any share dividend or other distribution payable in shares to its shareholders of record as of a time prior to the expiration of the Lock-Up Period, or (ii) the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of foregoing clauses (i) and (ii), as applicable, the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event be subject to further adjustment in accordance with this Section 2(c).
(d) If any Transfer is made or attempted contrary to the provisions of this Section 2, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares as the holder of record of such Lock-Up Shares for any purpose. In order to enforce this Section 2(d), Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with the terms of this Section 2 through the expiration of the “Lock-Up Period.
(e) During ”), with the Lockpercentages set forth in this sentence applying to the aggregate holdings of Locked-Up PeriodShares held by all entities constituting such Parent Shareholder (to the extent two (2) or more entities constitute such Parent Shareholder), each certificate (if any are issued) evidencing any Lockand calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be stamped measured on an as-exercised or otherwise imprinted with a legend in substantially the following formas-converted basis, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2025, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUESTas applicable.”
(f) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.
Appears in 1 contract
Sources: Parent Shareholder Lock Up and Support Agreement (Flag Ship Acquisition Corp)
Lock-Up Provisions. (a) Each The Holder hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Key Company Securityholders hereby agrees that heParent Options), she or it shall not, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up Shares during the Lock-Up Period period commencing from Subsequent Merger Effective Time and ending on the earlier of (a) six (6) months after the Subsequent Merger Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up RestrictionPeriod”), except as permitted in accordance with the following:
(i) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third . Any discretionary waiver or termination of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “First Tranche”) if a Stock Price Level equal to or greater than $15.00 is achieved;
(ii) during the Lock-Up Period and after or concurrently with the satisfaction restrictions of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event occurs. In the event of an early expiration of the Lock-Up Restriction with respect to the First Tranche, the Second Tranche, the Third Tranche any or all of such agreements by the Lock-Up Shares as set forth in this Section 2(a), Pubco Parent shall issue a press release announcing such early expiration apply pro rata to all stockholders of the Lock-Up RestrictionParent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements.
(b) Notwithstanding the provisions set forth in Section 2(a1(a), each Key Company Securityholder and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during Transfers of the Lock-Up Period Restricted Securities that are held by the Holder are permitted (ia) to any Affiliate(s) affiliates of such Key Company Securityholder or such Permitted Transferee, or the Holder; (iib) in the case of an individual Key Company Securityholder or Permitted Transfereeindividual, (A) transfers by gift to a member of such the individual’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestorsfamily, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transfereethe individual’s immediate familyfamily or an affiliate of such person, or to a charitable organization; (Bc) in the case of an individual, transfers by virtue of laws of descent and distribution upon the death of such Key Company Securityholder or Permitted Transferee.
(c) If, during the Lock-Up Period, (i) Pubco declares, sets aside or pays any share dividend or other distribution payable in shares to its shareholders of record as of a time prior to the expiration of the Lock-Up Period, or (ii) the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event be subject to further adjustment in accordance with this Section 2(c).
individual; (d) If in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent or any Transfer of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is made or attempted contrary not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Section 2Agreement); provided, such Transfer shall be null and void ab initiohowever, and Pubco shall refuse to recognize that any such Transfer and any such of these permitted transferees (other than a permitted transferee of Lock-Up Shares as the holder of record of such Lock-Up Shares for any purpose. In order to enforce this Section 2(d), Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with the terms of this Section 2 through the expiration of the Lock-Up Period.
under clauses (e) 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 AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2025, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any doubtParent Options. For purposes of this Agreement, each Key Company Securityholder “Change of Control” shall mean shall mean the Transfer (whether by tender offer, merger, consolidation or Permitted Transferee shall retain all other similar transaction), in one transaction or a series of hisrelated transactions, her to a person or its rights as a shareholder group of Pubco with respect to hisaffiliated persons of the Parent’s voting securities if, her after such transfer, such person or its Lock-Up Shares during group of affiliated persons would hold more than 50% of the Lock-Up Period, including outstanding voting securities of the right to vote any Lock-Up SharesParent (or the surviving entity).
Appears in 1 contract
Lock-Up Provisions. (a) Each of the Key Company Securityholders Holder hereby agrees that henot to, she or it shall notwithout the prior written consent of Pubco, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up Shares during the Lock-Up Period period (the “Lock-Up RestrictionPeriod”), except as permitted in accordance with ) commencing from the following:
Closing Date and ending on the earlier of (iA) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third six (6) month anniversary of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time Closing Date (the “First TrancheAnniversary Release”) if a Stock Price Level equal to or greater than $15.00 is achieved;
(ii) during provided that, in the Lock-Up Period and after or concurrently event the S-1 registration statement filed with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time U.S. Securities and Exchange Commission (the “Second TrancheSEC”) if a Stock Price Level equal by Pubco to or greater than $20.00 is achieved;
(iii) during register the Lock-Up Period and after or concurrently with the satisfaction sale of the conditions precedent for Pubco Class A Stock underlying the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares convertible notes issued to each Key Company Securityholder by Pubco at the Company Amalgamation Effective Time Closing (the “Third TrancheRegistration Statement”) if a Stock Price Level equal has not been declared effective on or prior to or greater than $25.00 the Anniversary Release, then the Anniversary Release will be deemed to be the date such Registration Statement is achieved; and
declared effective by the SEC, (ivB) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which Pubco consummates a Change liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Control Event occurs. In its stockholders having the event right to exchange their shares of an early expiration Pubco Stock for cash, securities or other property and (C) the date upon which the VWAP (as defined in the Business Combination Agreement) of Pubco Class A Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days (as defined in the Lock-Up Restriction Business Combination Agreement) within any consecutive thirty (30) Trading Day period commencing any time 150 days after the Closing Date: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the First Tranche, the Second Tranche, the Third Tranche or all meaning of Section 16 of the Lock-Up Shares Securities and Exchange Act of 1934, as set forth in this Section 2(a)amended, Pubco shall issue a press release announcing such early expiration and the rules and regulations of the Lock-Up Restriction.
SEC promulgated thereunder with respect to, any Restricted Securities; (bii) Notwithstanding the provisions set forth in Section 2(a), each Key Company Securityholder and his, her enter into any swap or its Permitted Transferees may Transferother arrangement that transfers to another, in whole or in part, hisany of the economic consequences of ownership of any Restricted Securities, her whether any such transaction is to be settled by delivery of such securities, in cash or its Lock-Up Shares during otherwise; or (iii) publicly announce the Lock-Up Period intention to effect any transaction specified in clause (i) to any Affiliate(s) of such Key Company Securityholder or such Permitted Transferee, or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (each, a “Permitted Transferee”): (I) in the case of an individual Key Company Securityholder or Permitted Transfereeentity, transfers (1) to another entity that is an Affiliate of the Holder, (A2) as part of a distribution to members, partners or stockholders of Holder and (3) to a officers or directors of Holder, any Affiliate or family member of such any of Holder’s officers or directors, or to any members, officers, directors or employees of Holder or any of its Affiliates; (II) in the case of an individual, transfers by gift to members of the individual’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transfereeone of the individual’s immediate family, or an Affiliate of such person; (BIII) to a charitable organization; (IV) in the case of an individual, transfers by virtue of laws of descent and distribution upon the death of the individual; (V) in the case of an individual, transfers pursuant to a qualified domestic relations order; (VI) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (VII) transfers to satisfy any U.S. federal, state, or local income tax obligations of Holder (or its direct or indirect owners) to the extent necessary to cover any tax liability as a direct result of the Transactions; or (VIII) in the form of a pledge of Restricted Securities in a bona fide transaction as collateral to secure obligations pursuant to lending or other financing arrangements between a Holder (or its Affiliates), on the one hand, and a third party, on the other hand, for the benefit of such Key Company Securityholder Holder and/or its Affiliates; provided, however, that during the Lock-Up Period such third party shall not be permitted to foreclose upon such Restricted Securities or otherwise be entitled to enforce its rights or remedies with respect to the Restricted Securities, including, without limitation, the right to vote, transfer or take title to or ownership of such Restricted Securities; provided, however, that it shall be a condition to any transfer pursuant to clauses (I) through (VIII) above that the Permitted Transferee.
(c) IfTransferee executes and delivers to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. H▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. The restrictions set forth herein shall not restrict Holder from making a request for inclusion of its Restricted Securities in any registration statement pursuant to any registration rights agreement between Pubco and the Holder, provided that no public filing or public disclosure relating to such sale of securities is made during the Lock-Up Period, (i) Pubco declares, sets aside or pays any share dividend or other distribution payable in shares to its shareholders of record as of a time prior to the expiration of the Lock-Up Period, or (ii) the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event be subject to further adjustment in accordance with this Section 2(c).
(db) If any Prohibited Transfer is made or attempted contrary to the provisions of this Section 2Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such purported transferee of Lock-Up Shares the Restricted Securities as the holder one of record of such Lock-Up Shares its equity holders for any purpose. In order to enforce this Section 2(d)1, Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the terms of this Section 2 through the expiration end of the Lock-Up Period.
(ec) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares Restricted 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 BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER A LOCK-UP AGREEMENT, DATED AS OF JULY 30[●], 2025, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(fd) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee Holder shall retain all of his, her or its rights as a shareholder stockholder of Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up SharesRestricted Securities.
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Lock-Up Provisions. (a) Each Subject to the exceptions set forth herein, Holder hereby agrees not to Transfer any Restricted Securities from and after the Closing until the twenty-four (24) month anniversary (such period, the “Lock-up Period”) of the Key Company Securityholders hereby agrees that he, she or it shall not, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up Shares during the Lock-Up Period date on which Closing occurs (the “Lock-Up RestrictionRestrictions”). Notwithstanding anything contained herein to the contrary, except as permitted in accordance with the following:
(ii)(A) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time six (the “First Tranche”6) if a Stock Price Level equal to or greater than $15.00 is achieved;
(ii) during the Lock-Up Period and after or concurrently with the satisfaction month anniversary of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event Closing occurs. In the event of an early expiration , twenty-five percent (25%) of the Lock-Up Restriction with respect Restricted Securities will cease to be deemed Restricted Securities hereunder, (B) at the First Tranche, the Second Tranche, the Third Tranche or all twelve (12) month anniversary of the Lockdate on which Closing occurs, an additional twenty-Up Shares as set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration five percent (25%) of the LockRestricted Securities will cease to be deemed Restricted Securities hereunder, (C) at the eighteen (18) month anniversary of the date on which Closing occurs, an additional twenty-Up Restriction.
five percent (b) Notwithstanding the provisions set forth in Section 2(a), each Key Company Securityholder and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during the Lock-Up Period (i) to any Affiliate(s25%) of such Key Company Securityholder or such Permitted Transfereethe Restricted Securities will cease to be deemed Restricted Securities hereunder, or and (D) at the twenty-four (24) month anniversary of the date on which Closing occurs, any remaining Restricted Securities will cease to be deemed Restricted Securities hereunder, (ii) in if at any time after the case of an individual Key Company Securityholder or Permitted Transferee, (A) to a member of such individual’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transferee’s immediate family, or (B) by virtue of laws of descent and distribution upon the death of such Key Company Securityholder or Permitted Transferee.
(c) If, during the Lock-Up Period, (i) Pubco declares, sets aside or pays any share dividend or other distribution payable in shares to its shareholders of record as of a time Closing but prior to the expiration end of the Lock-Up Period, or a Change of Control occurs, then concurrently with the consummation of such Change of Control event, all of the then-Restricted Securities will cease to be deemed Restricted Securities hereunder, and (iiiii) the issued and outstanding Pubco Common Shares Lock-Up Restrictions shall have been changed into a different number or class of shares by reason not apply to the Transfer of any share splitor all of the Restricted Securities owned by Holder made in respect of a Permitted Transfer (as defined below); provided, share combinationhowever, consolidationthat in any of case of a Permitted Transfer, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, thenit shall be a condition to such Transfer that the transferee executes and delivers to the Company an agreement, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide substantially the same economic effect as contemplated by form of this Section 2 prior to such action andAgreement, as so adjusted, shall from stating that the transferee is receiving and after holding the date of such event be Restricted Securities subject to further adjustment in accordance with this Section 2(c).
(d) If any Transfer is made or attempted contrary to the provisions of this Section 2Agreement applicable to Holder, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement. When Restricted Securities cease to Restricted Securities in accordance with the preceding sentence, such Transfer shall released Company Ordinary Shares may be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares as the holder of record of such Lock-Up Shares for any purpose. In order to enforce this Section 2(d), Pubco may impose stop-transfer instructions with respect Transferred without regard to the Lock-Up Restrictions hereunder, subject to compliance with applicable Law and such other agreements to which the Holder or such Company Ordinary Shares in accordance with the terms may be bound. Holder acknowledges that while an employee, agent or representative of this Section 2 through the expiration Holder is a member of the LockCompany’s Board of Directors that Holder will not transfer any Restricted Securities during any Company-Up Periodimposed “quiet periods” or “blackout periods” on the members of its Board of Directors, or while such person is in possession of material, non-public information about the Company.
(eb) 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 AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2025, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(f) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.As used herein:
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Lock-Up Provisions. (a) Each The Holder agrees that it shall not effectuate a Transfer of the Key Company Securityholders hereby agrees Pubco Ordinary Shares that heare held by the Holder during the period commencing from the Share Acquisition Closing until the earlier to occur of (i) one (1) year after the Share Acquisition Closing, she or it shall not(ii) one-hundred and fifty (150) days after the Share Acquisition Closing, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up if the closing price of the Pubco Ordinary Shares during such period equals or exceeds Twelve Dollars ($12.00) per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period and (iii) a date after the Lock-Up Period Share Acquisition Closing on which Pubco consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property (the “Lock-Up Restrictionup Period”), except as permitted in accordance with the following:
(i) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “First Tranche”) if a Stock Price Level equal to or greater than $15.00 is achieved;
(ii) during the Lock-Up Period and after or concurrently with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event occurs. In the event of an early expiration of the Lock-Up Restriction with respect to the First Tranche, the Second Tranche, the Third Tranche or all of the Lock-Up Shares as set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration of the Lock-Up Restriction.
(b) Notwithstanding the provisions set forth in Section 2(a1(a), each Key Company Securityholder Transfers of the Pubco Ordinary Shares that are held by the Holder (and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during the Lock-Up Period that have complied with this Section 1(b)) are permitted (i) to Pubco’s officers or directors, any Affiliate(s) Affiliates or immediate family members of such Key Company Securityholder any of Pubco’s officers or such Permitted Transfereedirectors, any members of the Holder, or any Affiliates of the Holder, (ii) in the case of an individual Key Company Securityholder or Permitted Transferee, (A) by gift to a member of such individualthe Holder’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transfereethe Holder’s immediate family, an Affiliate of such person or to a charitable organization, (Biii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (v) by virtue of the death 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, (vi) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such Key Company Securityholder options or Permitted Transferee.
(c) Ifwarrants permit exercises on a cashless basis); provided, during that any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, (vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plans or arrangements, and (viii) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, provided, that in clauses (i) Pubco declaresthrough (iv), sets aside or pays any share dividend or other distribution payable the transferee must enter into a written agreement in shares substantially the form of this Agreement, agreeing to its shareholders of record as of a time prior to be bound by the expiration terms of the Lock-Up up Period. If dividends are declared and payable in Pubco Ordinary Shares, or (ii) the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event dividends will also be subject to further adjustment in accordance with this Section 2(c)the Lock-up Period.
(dc) If any Transfer is made or attempted contrary to the provisions of this Section 2Agreement, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares the Restricted Securities as the holder one of record of such Lock-Up Shares its equity holders for any purpose. In order to enforce this Section 2(d)1, Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with Restricted Securities of the terms of this Section 2 through Holder (and any permitted transferees and assigns thereof) until the expiration end of the Lock-Up Period.
(ed) During the Lock-Up Period, each certificate evidencing any Restricted Securities (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 AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER A LOCK-UP AGREEMENT, DATED AS OF JULY 30AUGUST 26, 20252021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(fe) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee the Holder shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares the Restricted Securities during the Lock-Up Period, including the right to vote any Lock-Up SharesRestricted Securities.
(f) For the purposes of this Section 1, “Transfer” shall mean the (a) 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 U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) 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 (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
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Sources: Lock Up Agreement (Nexters Inc.)
Lock-Up Provisions. (a) Each The Holders hereby agree not to, during the period commencing from the Closing and through the one hundred and eightieth (180) day anniversary of the Key Company Securityholders hereby agrees that he, she or it shall not, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up Shares during date of the Lock-Up Period Closing (the “Lock-Up RestrictionPeriod”), except as permitted in accordance with the following:
): (i) during the Lock-Up Periodlend, the Lock-Up Restriction shall expire with respect offer, pledge, hypothecate, encumber, donate, assign, sell, contract to one-third sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “First Tranche”) if a Stock Price Level equal to any Restricted Securities, or greater than $15.00 is achieved;
(ii) during the Lock-Up Period and after enter into any swap or concurrently with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect other arrangement that transfers to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event occurs. In the event of an early expiration of the Lock-Up Restriction with respect to the First Tranche, the Second Tranche, the Third Tranche or all of the Lock-Up Shares as set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration of the Lock-Up Restriction.
(b) Notwithstanding the provisions set forth in Section 2(a), each Key Company Securityholder and his, her or its Permitted Transferees may Transferanother, in whole or in part, hisany of the economic consequences of ownership of the Restricted Securities, her whether any such transaction described in clauses (i) or its Lock-Up Shares during (ii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i) or (ii), a “Prohibited Transfer”); provided, for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the Securities and Exchange Commission naming such Holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). Notwithstanding the foregoing, the Lock-Up Period (i) and restrictions set forth in this Section 1 shall not apply to any Affiliate(s) of such Key Company Securityholder or such Permitted Transferee, or (ii) in the case of an individual Key Company Securityholder or Permitted Transferee, the:
(A) to transfer of any or all of the Restricted Securities by a member of such individual’s immediate family (including such Key Company Securityholder’s bona fide gift or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transferee’s immediate family, or charitable contribution;
(B) by virtue transfer of laws any or all of descent and distribution upon the death of such Key Company Securityholder or Restricted Securities to any Permitted Transferee.;
(cC) Iftransfer of any shares of Class B common stock, par value $0.0001, of the Company in connection with a concurrent transfer of Surviving Partnership Common Units in accordance with, as permitted by and subject to the terms and conditions of this Agreement and the Amended Partnership Agreement; or
(D) establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided, that such plan does not provide for the transfer of Restricted Securities during the Lock-Up Period; provided, however, that in the case of either (iA) Pubco declaresor (B), sets aside or pays any share dividend or other distribution payable in shares it shall be a condition to its shareholders of record as of a time prior such transfer that the transferee executes and delivers to the expiration of Company an agreement stating that the Lock-Up Period, or (ii) transferee is receiving and holding the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event be Restricted Securities subject to further adjustment in accordance with this Section 2(c).
(d) If any Transfer is made or attempted contrary to the provisions of this Section 2Agreement applicable to such holder, such Transfer and there shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares as the holder of record no further transfer of such Lock-Up Shares for any purpose. In order to enforce this Section 2(d), Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares Restricted Securities except in accordance with this Agreement; provided, further, that in the terms case of this Section 2 through either (A) or (C) (to the expiration extent such transfer is to a party other than a Permitted Transferee (other than any direct or indirect limited partner of the Lock-Up Period.
applicable Holder)), or in the event of a transfer to any direct or indirect limited partner of a Holder pursuant to clause (e) 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 formB), in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2025, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUESTeach case such transfer or distribution shall not involve a disposition for value.”
(f) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.
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Lock-Up Provisions. (a) Each Subject to Section 1(b) and the other terms of the Key Company Securityholders hereby this Agreement, Sponsor and each Insider agrees that he, she or it shall notnot effectuate a Transfer of (i) the General Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earliest of (a) six (6) months after the Closing and (b) the date following the Closing on which PubCo completes a liquidation, and shall cause hismerger, her capital stock exchange, reorganization or other similar transaction that results in all of its Permitted Transferees stockholders having the right to notexchange their shares of common stock for cash, Transfer any securities or other property (the “General Lock-Up Shares Period”) and (ii) the Private Placement Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earliest of (x) thirty (30) days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Private Placement Lock-Up Period (Period,” and together with the General Lock-Up Period, as applicable, the “Lock-Up RestrictionPeriod”), except as permitted in accordance with the following:
(i) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “First Tranche”) if a Stock Price Level equal to or greater than $15.00 is achieved;
(ii) during the Lock-Up Period and after or concurrently with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event occurs. In the event of an early expiration of the Lock-Up Restriction with respect to the First Tranche, the Second Tranche, the Third Tranche or all of the Lock-Up Shares as set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration of the Lock-Up Restriction.
(b) Notwithstanding the provisions set forth in Section 2(a), each Key Company Securityholder and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during the Lock-Up Period (i) to any Affiliate(s) of such Key Company Securityholder or such Permitted Transferee, or (ii) in the case of an individual Key Company Securityholder or Permitted TransfereeFor purposes hereof, (A) the “General Restricted Securities” shall mean the PubCo Ordinary Shares issued to a member the Sponsor or the Insiders in exchange for the SPAC Class A Ordinary Shares received by Sponsor or the Insiders upon conversion of the SPAC Class B Ordinary Shares, pursuant to the Business Combination Agreement (together with any dividends or distributions with respect to such individual’s immediate family (including securities or into which such Key Company Securityholder’s securities are changed or such Permitted Transferee’s spouse exchanged or ancestorswhich are received in any recapitalization, descendants share exchange, share conversion or siblings (in each casesimilar transactions), whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transferee’s immediate family, or (B) by virtue of laws of descent and distribution upon the death of such Key Company Securityholder or Permitted Transferee.
(c) If, during “Private Placement Restricted Securities” shall mean the Lock-Up Period, (i) Pubco declares, sets aside or pays any share dividend or other distribution payable in shares to its shareholders of record as of a time prior PubCo Ordinary Shares issued to the expiration of Sponsor pursuant to the Lock-Up Period, Business Combination Agreement in exchange for the Private Placement Securities following the Unit Separation (together with any dividends or (ii) the issued and outstanding Pubco Common Shares shall have been distributions with respect to such securities or into which such securities are changed into a different number or class of shares by reason of exchanged or which are received in any share splitrecapitalization, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares share conversion or similar transaction, then, in each case of clauses (itransactions) and (ii)C) the “Restricted Securities” shall mean the General Restricted Securities and the Private Placement Restricted Securities, the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event be subject to further adjustment in accordance with this Section 2(c)together.
(d) If any Transfer is made or attempted contrary to the provisions of this Section 2, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares as the holder of record of such Lock-Up Shares for any purpose. In order to enforce this Section 2(d), Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with the terms of this Section 2 through the expiration of the Lock-Up Period.
(e) 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 AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2025, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(f) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.
Appears in 1 contract
Sources: Lock Up Agreement (Inflection Point Acquisition Corp. III)
Lock-Up Provisions. (a) Each The Holder agrees that it shall not effectuate a Transfer of the Key Company Securityholders hereby agrees Pubco Ordinary Shares that heare held by the Holder during the period commencing from the Share Acquisition Closing until the earlier to occur of (i) one (1) year after the Share Acquisition Closing, she or it shall not(ii) one-hundred and fifty (150) days after the Share Acquisition Closing, and shall cause his, her or its Permitted Transferees to not, Transfer any Lock-Up if the closing price of the Pubco Ordinary Shares during such period equals or exceeds Twelve Dollars ($12.00) per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period and (iii) a date after the Lock-Up Period Share Acquisition Closing on which Pubco consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property (the “Lock-Up Restrictionup Period”), except as permitted in accordance with the following:
(i) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “First Tranche”) if a Stock Price Level equal to or greater than $15.00 is achieved;
(ii) during the Lock-Up Period and after or concurrently with the satisfaction of the condition precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i), the Lock-Up Restriction shall expire with respect to an additional one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Second Tranche”) if a Stock Price Level equal to or greater than $20.00 is achieved;
(iii) during the Lock-Up Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Lock-Up Restriction with respect to the First Tranche under Section 2(a)(i) and the Second Tranche under Section 2(a)(ii), the Lock-Up Restriction shall expire with respect to the last one-third of the Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time (the “Third Tranche”) if a Stock Price Level equal to or greater than $25.00 is achieved; and
(iv) during the Lock-Up Period, the Lock-Up Restriction shall expire with respect to all Lock-Up Shares issued to each Key Company Securityholder at the Company Amalgamation Effective Time on the date on which a Change of Control Event occurs. In the event of an early expiration of the Lock-Up Restriction with respect to the First Tranche, the Second Tranche, the Third Tranche or all of the Lock-Up Shares as set forth in this Section 2(a), Pubco shall issue a press release announcing such early expiration of the Lock-Up Restriction.
(b) Notwithstanding the provisions set forth in Section 2(a1(a), each Key Company Securityholder Transfers of the Pubco Ordinary Shares that are held by the Holder (and his, her or its Permitted Transferees may Transfer, in whole or in part, his, her or its Lock-Up Shares during the Lock-Up Period that have complied with this Section 1(b)) are permitted (i) to Pubco’s officers or directors, any Affiliate(s) Affiliates or immediate family members of such Key Company Securityholder any of Pubco’s officers or such Permitted Transfereedirectors, any members of the Holder, or any Affiliates of the Holder, (ii) in the case of an individual Key Company Securityholder or Permitted Transferee, (A) by gift to a member of such individualthe Holder’s immediate family (including such Key Company Securityholder’s or such Permitted Transferee’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Key Company Securityholder or such Permitted Transferee or a member of such Key Company Securityholder’s or such Permitted Transfereethe Holder’s immediate family, an Affiliate of such person or to a charitable organization, (Biii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (v) by virtue of the death 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, (vi) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such Key Company Securityholder options or Permitted Transferee.
(c) Ifwarrants permit exercises on a cashless basis); provided, during that any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, (vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plans or arrangements, and (viii) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, provided, that in clauses (i) Pubco declaresthrough (iv), sets aside or pays any share dividend or other distribution payable the transferee must enter into a written agreement in shares substantially the form of this Agreement, agreeing to its shareholders of record as of a time prior to be bound by the expiration terms of the Lock-Up up Period. If dividends are declared and payable in Pubco Ordinary Shares, or (ii) the issued and outstanding Pubco Common Shares shall have been changed into a different number or class of shares by reason of any share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, then, in each case of clauses (i) and (ii), the Stock Price Levels of the Pubco Common Shares set forth in Section 2(a)(i), Section 2(a)(ii) and Section 2(a)(iii) shall be appropriately adjusted as necessary to provide the same economic effect as contemplated by this Section 2 prior to such action and, as so adjusted, shall from and after the date of such event dividends will also be subject to further adjustment in accordance with this Section 2(c)the Lock-up Period.
(dc) If any Transfer is made or attempted contrary to the provisions of this Section 2Agreement, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such Transfer and any such transferee of Lock-Up Shares the Restricted Securities as the holder one of record of such Lock-Up Shares its equity holders for any purpose. In order to enforce this Section 2(d)1, Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with Restricted Securities of the terms of this Section 2 through Holder (and any permitted transferees and assigns thereof) until the expiration end of the Lock-Up Period.
(ed) During the Lock-Up Period, each certificate evidencing any Restricted Securities (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 AS SET FORTH IN THAT CERTAIN KEY COMPANY SECURITYHOLDER A LOCK-UP AGREEMENT, DATED AS OF JULY 30JANUARY [●], 20252021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH KEY COMPANY SECURITYHOLDER LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER OF SUCH SECURITIES TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
(fe) For the avoidance of any doubt, each Key Company Securityholder or Permitted Transferee the Holder shall retain all of his, her or its rights as a shareholder of Pubco with respect to his, her or its Lock-Up Shares the Restricted Securities during the Lock-Up Period, including the right to vote any Lock-Up SharesRestricted Securities.
(f) For the purposes of this Section 1, “Transfer” shall mean the (a) 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 U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) 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 (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
Appears in 1 contract
Sources: Business Combination Agreement (Kismet Acquisition One Corp)