Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days after the date of this Agreement and (ii) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing of the Common Stock, directly or indirectly: (a) offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares"); (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or (c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further, that the restrictions set forth in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1.
Appears in 1 contract
Lockup. Without (a) During the prior written consent period beginning on the effective time of the Company, Stockholder will not, from Merger and continuing to and including the Effective Date until the earlier of date that is (i) 180 days with respect to the 313 Acquisition Entities (other than BCP Voyager Holdings LP and its Permitted Transferees), six (6) months after the date of this Agreement Closing Date and (ii) Stockholder Parties other than the date that The American Stock Exchange 313 Acquisition Entities ("AMEX"but including BCP Voyager Holdings LP and its Permitted Transferees), one (1) has approved year after the Company's application for listing of Closing Date (in each case, the Common Stock“Lock-Up Period”), each Stockholder Party agrees not to, directly or indirectly:
(a) , offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any option or contract to sellshares, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or into, exchangeable for Common Stock (including without limitationor that represent the right to receive shares, Common Stock or any securities convertible into interest in any of the foregoing, whether now owned or exercisable or exchangeable for Common Stock that may be deemed to be beneficially hereinafter acquired, owned directly by the undersigned in accordance (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission) Commission (collectively, the "Lockup Shares"“covered shares”);. The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares.
(b) enter into Notwithstanding the foregoing, a Stockholder Party may transfer or dispose of its shares (i) by will or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations, (iii) to any swap trust, partnership, limited liability company or other agreement that transfersentity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Section 3.1, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) to any immediate family member or other dependent, (v) as a distribution to limited partners, members or stockholders of such Stockholder Party, (vi) to its Affiliated investment fund or other Affiliated entity controlled or managed by such Stockholder Party or its Affiliates, (vii) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (vi) above, (viii) pursuant to an order or decree of a Governmental Authority, (ix) from an executive officer to the Company or its Subsidiary or parent entities upon death, disability or termination of employment, in whole each case, of such executive officer, (x) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in part, any each case made to all holders of the economic consequences shares involving a Change of ownership Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 3.1, (xi) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any Lockup Sharesoption to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-Up Period, whether where any shares received by the undersigned upon any such transaction described in clause (a) above is exercise will be subject to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further3.1, that or (2) for the restrictions set forth in this Section 1 shall only apply to 75% purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the Lockup Shares owned exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-Up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and Party upon any additional shares of Common Stock such exercise or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not vesting will be subject to such the restrictions set forth in terms of this Section 1.3.1, (xii) with the prior written consent of the Company or (xiii) pursuant to sales or transfers in connection with the exercise of such Stockholder Party’s piggyback rights pursuant to the Registration Rights Agreement or pursuant to sales or transfers in a sale by 313 Acquisition LLC that is otherwise permitted by this Confidentiality and Lockup Agreement with the Company that 313 Acquisition LLC has structured as a redemption of interests in 313 Acquisition LLC for the share underlying such interests (including any transfer of shares to the ▇▇▇▇ Holders and the ▇▇▇▇▇▇▇▇ Holders in connection with a redemption in lieu of participating in a sale by 313 Acquisition LLC as described in Exhibit E to the Merger Agreement); provided that:
Appears in 1 contract
Sources: Confidentiality and Lockup Agreement (Mosaic Acquisition Corp.)
Lockup. Without the prior written consent (a) With respect to 100% of the CompanyFounder Shares and 50% of the Non-Founder Shares (collectively, Stockholder will notthe "Lockup Shares"), from the Effective Date until the earlier of (i) 180 days and after the date of this Agreement and (ii) through and including the one year anniversary of the date that The American on which all of the Shares and Warrant Shares are listed or quoted on a National Stock Exchange ("AMEX") has approved the Company's application for listing pursuant to Section 4.11 of the Common StockPurchase Agreement, directly or indirectly:
(a) each applicable Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of the Lockup Shares held by such Holder (including any securities convertible into or exercisable into, or exchangeable for Common Stock for, or representing the rights to receive, such shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop transfer order with its transfer agent on all such Lockup Shares including without limitationthose which are covered by a registration statement, Common Stock or (y) notify its transfer agent in writing of the stop order and the restrictions on such Lockup Shares under this Agreement and direct the Transfer Agent not to process any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned attempts by the undersigned applicable Holder to resell or transfer any Lockup Shares held by such Holder, except in accordance compliance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");this Agreement.
(b) enter into Notwithstanding anything to the contrary provided in Section 3.a. hereof, , each Holder may transfer any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any Holders' Shares held by such transaction described in clause Holder by (a) above is bona fide gift or (b) will or intestate succession to be settled by delivery his or her immediate family or to a trust the sole beneficiaries of Lockup Shares which are one or such other securitiesmore of the undersigned and his or her immediate family (the term "immediate family" means, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect tofor the foregoing purposes, the registration spouse, domestic partner, lineal descendant, father, mother or sibling of any Lockup Sharesthe undersigned); provided provided, that this agreement will not prevent the transfer each resulting transferee of Lockup such Holder's Shares by Stockholder as a gift or gifts to family members or charitable organizations executes and delivers to the extent Company an agreement satisfactory to the Company certifying that any donee thereof agrees in writing to be such transferee is bound by the terms of this Section 1; Agreement and provided furtherhas been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, that each Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holders' Shares to secure the restrictions set forth in this Section 1 shall only apply to 75% payment or performance of indebtedness and other obligations of the Lockup Shares owned by Stockholder on Company and/or its Subsidiaries to bona fide commercial lending institutions in the date People's Republic of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1China.
Appears in 1 contract
Sources: Securities Purchase Agreement (SMSA Palestine Acquistion Corp.)
Lockup. Without In the event the Company conducts a firm commitment, underwritten public offering of its equity securities (an “Underwritten Offering”), during the period commencing on the date of the final prospectus relating to the Underwritten Offering, and ending on the date specified by the Company and the managing underwriter(s) (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports, and (ii) analyst recommendations and opinions), the Holder hereby agrees that it will not, without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier managing underwriter of such Underwritten Offering: (iA) 180 days after the date of this Agreement and (ii) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing of the Common Stock, directly or indirectly:
(a) lend; offer, ; pledge, announce the intention to ; sell, sell, assign, transfer, encumber, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (including without limitation, Common Stock whether such shares or any such securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially are then owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) Holder or are thereafter acquired); or (collectively, the "Lockup Shares");
(bB) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, such securities; whether any such transaction described in clause (aA) or (B) above is to be settled by delivery of Lockup Shares Common Stock or such other securities, in cash cash, or otherwise; or
. The foregoing provisions of this Section 5(d) shall (cy) make any demand for, or exercise any right with respect to, not apply to the registration Transfer of any Lockup Shares; shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that this agreement will not prevent the transfer trustee of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof trust agrees in writing to be bound in writing by the terms of this Section 1; and provided further, that the restrictions set forth herein, and provided further that any such Transfer will not involve a disposition for value; and (z) be applicable to the Holder only if all officers and directors of the Company are subject to the same restrictions. Notwithstanding anything herein to the contrary, the underwriters in connection with an Underwritten Offering are intended third-party beneficiaries of this Section 1 shall only apply 5(d) and will have the right, power and authority to 75% of enforce the Lockup Shares owned by Stockholder on the date of this Agreementprovisions hereof as though they were a party hereto. The remaining 25% of Holder further agrees to execute such agreements as may be reasonably requested by the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth underwriters in connection with an Underwritten Offering that are consistent with this Section 1.5(d) or that are necessary to give further effect thereto
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and through and including the earlier of (i) the one-year anniversary of the date on which all “Registrable Securities” (as such term is defined in the Registration Rights Agreement entered into in connection with the Purchase Agreement), other than the 2007 Make Good Shares and 2008 Make Good Shares, have been registered for resale on Registration Statements declared effective by the Commission, or (ii) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing two-year anniversary of the Common StockClosing Date (the “Lockup Period”), directly or indirectly:
(a) the Holder irrevocably agrees it will not offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder’s Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock for, or representing the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (including without limitationx) place a stop order on all Holder’s Shares covered by any registration statements, Common Stock (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any securities convertible into Holder’s Shares under such registration statements or exercisable or exchangeable for Common Stock otherwise in violation of this Agreement. The foregoing shall not apply to (a) any transfer with respect to the Holder Shares to a person that may be deemed agrees in writing to be beneficially owned bound by the undersigned in accordance terms of this Lock-Up Letter Agreement (with a copy thereof to the rules and regulations of the U.S. Securities and Exchange Commission) (collectivelyInvestors), the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Sharesbona fide gifts, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash charitable organizations or otherwise; or
(c) make any demand for, or exercise any right with respect to, provided the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee recipient thereof agrees in writing to be bound by the terms of this Section 1; and provided furtherLock-Up Letter Agreement (with a copy thereof to the Investors), that (c) dispositions to any foundation, trust, partnership or the restrictions set forth in this Section 1 shall only apply to 75% limited liability company, as the case may be, exclusively for the direct or indirect benefit of the Lockup Shares owned undersigned and/or the immediate family of the undersigned, provided that such person (or trustee of such trust) agrees in writing to be bound by Stockholder on the date terms of this Agreement. The remaining 25% Lock-Up Letter Agreement (with a copy thereof to the Investors), (d) dispositions by a partnership to a partner of such partnership, provided such partner agrees in writing to be bound by the Lockup Shares owned by Stockholder on the date terms of this AgreementLock-Up Letter Agreement (with a copy thereof to the Investors) and (e) dispositions by a limited liability company to a member of such company, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired provided such member agrees in writing to be bound by Stockholder after the date terms of this Agreement, shall not be subject Lock-Up Letter Agreement (with a copy thereof to such the restrictions set forth in this Section 1Investors).
Appears in 1 contract
Sources: Lock Up Agreement (Equicap Inc)
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and until the second anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (iiplus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the date that The American Stock Exchange Registration Statement is not effective or ("AMEX"2) has approved the Company's application for listing prospectus forming a portion of the Common StockRegistration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), directly or indirectly:
the undersigned irrevocably agrees that, without the prior written consent of the Lead Investor, except as set forth below, it will not (aA) offer, pledge, announce the intention to sellloan, encumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, voluntarily make any public announcement of a disposition offering or transfer, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or of Holder’s Shares (including any securities convertible into into, or exercisable or exchangeable for Common Stock (including without limitationfor, Common Stock or representing the rights to receive, Holder’s Shares) or engage in any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed Short Sales with respect to be beneficially owned by the undersigned in accordance with the rules and regulations any security of the U.S. Securities and Exchange Commission) Company; or (collectively, the "Lockup Shares");
(bB) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any Lockup Sharesthe Common Stock, whether any such transaction described in clause (aA) or (B) above is to be settled by delivery of Lockup Shares Common Stock or such other securities, in cash or otherwise; or
(c) . The undersigned further agrees that it will not publicly disclose the intention to make any such offer, sale, pledge, redemption or disposition or to enter into any transaction described in the preceding sentence during the Lock-Up Period without, in each case, the prior written consent of the Lead Investor. In addition, the undersigned agrees that, without prior written consent of the Lead Investor, it will not, during the Lock-Up Period, make any demand for, for or exercise any right with respect to, the registration under the 1933 Act, of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Holder’s Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further, that the restrictions set forth in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities security convertible into or exercisable or exchangeable for Common Stock acquired Holder’s Shares. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by Stockholder after a registration statement, (y) notify its Transfer Agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the Transfer Agent not to process any attempts by the undersigned to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, the undersigned may transfer any of Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that (i) each resulting transferee of such Holder's Shares executes and delivers to the Lead Investor an agreement satisfactory to the certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto and (ii) the undersigned notifies the Investors at least two (2) business days prior to the proposed transfer or disposition.. Further, undersigned shall be permitted to pledge, encumber, or create a security interest in any or all of this Agreementits Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, shall not be subject to such “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the restrictions set forth in this Section 1Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.
Appears in 1 contract
Sources: Lock Up Agreement (THT Heat Transfer Technology, Inc.)
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and (ii) through and including the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing two year anniversary of the Common StockClosing Date (the "Lockup Period"), directly or indirectly:
(a) the Holder irrevocably agrees it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder’s Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including without limitationthose which are covered by a registration statement, Common Stock or (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned attempts by the undersigned Holder to resell or transfer any Holder’s Shares except in accordance compliance with this Agreement. Notwithstanding the rules and regulations of the U.S. Securities and Exchange Commissionforegoing, each Holder may transfer any Holder's Shares by (a) (collectively, the "Lockup Shares");
bona fide gift or (b) enter into any swap will or other agreement that transfers, in whole intestate succession to his or in part, any her immediate family or to a trust the sole beneficiaries of which are one or more of the economic consequences undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of ownership of any Lockup Sharesthe undersigned), whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this each resulting transferee of such Holder's Shares executes and delivers to you an agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts satisfactory to family members or charitable organizations to the extent you certifying that any donee thereof agrees in writing to be such transferee is bound by the terms of this Section 1; Agreement and provided further, that has been in compliance with the restrictions set forth in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on terms hereof since the date first above written as if it had been an original party hereto. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on the date of this Agreementa total return basis), and any additional shares of Common Stock sales and other transactions through non-US broker dealers or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1foreign regulated brokers.
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and (ii) through and including the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing one year anniversary of the Common Stockeffective date of a registration statement resulting in all Shares being registered for resale by the Investors (the "Lockup Period"), directly or indirectly:
(a) the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder's Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock for, or representing the rights to receive, Holder's Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder's Shares, including without limitationthose which are covered by a registration statement, Common Stock or (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder's Shares under this Agreement and direct the transfer agent not to process any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned attempts by the undersigned Holder to resell or transfer any Holder's Shares except in accordance compliance with this Agreement. Notwithstanding the rules and regulations of the U.S. Securities and Exchange Commissionforegoing, each Holder may transfer any Holder's Shares by (a) (collectively, the "Lockup Shares");
bona fide gift or (b) enter into any swap will or other agreement that transfers, in whole intestate succession to his or in part, any her immediate family or to a trust the sole beneficiaries of which are one or more of the economic consequences undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of ownership of any Lockup Sharesthe undersigned), whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer each resulting transferee of Lockup such Holder's Shares by Stockholder as a gift or gifts to family members or charitable organizations executes and delivers to the extent Company an agreement satisfactory to the Company certifying that any donee thereof agrees in writing to be such transferee is bound by the terms of this Section 1; Agreement and provided furtherhas been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, that Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the restrictions set forth in this Section 1 shall only apply to 75% payment or performance of indebtedness and other obligations of the Lockup Shares owned by Stockholder Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreementa total return basis), and any additional shares of Common Stock sales and other transactions through non-US broker dealers or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1foreign regulated brokers.
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and through and including the six month anniversary of the Effective Date of the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (iiplus one additional day for each Trading Day following the Effective Date of the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement during which either (1) the date that The American Stock Exchange ("AMEX"Registration Statement filed pursuant to Section 2(a) has approved the Company's application for listing of the Common StockRegistration Rights Agreement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of the Registrable Securities (as defined in the Registration Rights Agreement) registered on such Registration Statement) (the “Lockup Period”), directly or indirectly:
(a) the Holder irrevocably agrees it will not offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder’s Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect torepresenting the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the registration laws of decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, however, that any Lockup Shares; provided that Holder’s Shares transferred pursuant to items (ii) and (iii) of this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations letter shall be subject to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further, that the same restrictions set forth in this Section 1 shall only apply to 75% letter. In furtherance thereof, the Company will (x) place a stop order on all Holder’s Shares covered by any registration statements, (y) notify its transfer agent in writing of the Lockup stop order and the restrictions on such Holder’s Shares owned under this Agreement and direct the transfer agent not to process any attempts by Stockholder on the date Holder to resell or transfer any Holder’s Shares under such registration statements or otherwise in violation of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1.
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not(a) Except as provided in Section 1.01(b), from the Effective Date until the earlier of (i) 180 days after the date of this Agreement Closing to and including January 17, 2022, Holder agrees that it shall not offer, sell, contract to sell (ii) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing of the Common Stock, directly or indirectly:
(a) offerincluding any short sale), pledge, announce hypothecate, establish an open “put equivalent position” within the intention to sellmeaning of Rule 16a-1(h) under the Exchange Act, sellgrant any option, assignright or warrant for the sale of, transfer, encumber, purchase any option or contract to sell, sell any option or contract to purchase, purchase any option or contract to sellotherwise encumber, dispose of or transfer, or grant any option, right or warrant to purchase, or otherwise transfer or dispose ofrights with respect to, directly or indirectly, any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap swap, hedge or other agreement arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Sharesthe Company Common Stock, whether any such aforementioned transaction described in clause (a) above is to be settled by delivery of Lockup Shares the Company Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion. Following January 17, 2022, Holder will have the right to resell any Registrable Securities held by Holder, including (i) in non-underwritten resales under the Registration Statement, (ii) pursuant to Subsequent Demand Registrations, (iii) pursuant to Rule 144 under the Securities Act or (iv) pursuant to any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to Section 2.03.
(b) Notwithstanding Section 1.01(a), from the date of Closing to and including January 17, 2022:
(i) The Holder may sell up to an aggregate of 50% of the Registrable Securities held by such Holder (the “Aggregate Threshold Amount”) pursuant to the Initial Demand Registrations; orprovided, however, that the Holder may not sell more than an aggregate of 25% of the Registrable Securities held by such Holder in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement (the “Interim Threshold Amount”); provided, further, that the Company may, in its sole discretion, increase the Aggregate Threshold Amount or Interim Threshold Amount if requested by the Investor Designee in connection with the Initial Demand Registrations; provided further that if a party to the Registration Rights Agreement elects not to participate in an Initial Demand Registration or a participant in an Initial Demand Registration elects not to sell a number of Registrable Securities equal to such holder’s Interim Threshold Amount or Aggregate Threshold Amount, as the case may, then Holder may elect to sell an additional number of Registrable Securities held by such Holder in such Initial Demand Registration so long as the total number of Registrable Securities sold by all participants in the Initial Demand Registrations does not exceed 50% of the Registrable Securities or 25% of the Registrable Securities in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement; and
(ii) The Holder may sell up to an aggregate of [ ˜ ]1 Shares pursuant to (a) non-underwritten resales under the Registration Statement, (b) Rule 144 under the Securities Act, or (c) any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to the delay and suspension rights set forth in Section 2.03 of the Registration Rights Agreement.
(c) make From the date of Closing to and including August 20, 2021, the Company agrees that it shall not offer, sell, contract to sell, grant any demand foroption, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or exercise otherwise grant any right rights with respect to, directly or indirectly, any shares of Company Common Stock or securities convertible into or exchangeable or exercisable for any shares of Company Common Stock or enter into a transaction which would have the registration same effect, or publicly disclose the intention to make any such offer or sale or to enter into any such transaction or other arrangement, without, in each case, the prior written consent of any Lockup Shares; provided that this agreement will not prevent the transfer Investor Designee, which consent may be withheld in the Investor Designee’s sole discretion, except for (A) issuance of Lockup Shares by Stockholder Company Common Stock upon (1) exercise of options, (2) settlement of performance share units, (3) vesting of restricted shares, (4) vesting of shares issued at the election of a participant or as a gift or gifts to family members or charitable organizations to matching contribution under employee 401(k) plans, (5) the extent that any donee thereof agrees vesting of deferred stock units, (6) settlement of phantom units and (7) elections under employee stock purchase programs, in writing to be bound by each case, granted under the terms of this Section 1; Company’s benefit and provided further, that the restrictions set forth compensation plans as in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder effect on the date of this Agreement, (B) the issuance of Company Common Stock, restricted stock, stock options, performance share units, phantom units, or other stock performance awards under the Company’s benefit and any additional compensation plans as in effect on the date of this Agreement or under the EQT Corporation 2020 Long-Term Incentive Plan, and (C) the offer and sale of shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Common in accordance with the Company’s 2009 Dividend Reinvestment and Stock acquired by Stockholder after Purchase Plan as in effect on the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1.
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and (ii) through and including the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing earliest to occur of the Common Stock, directly or indirectly:
(a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the Holder irrevocably agrees it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder’s Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect torepresenting the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in writing of any Lockup Shares; provided that the stop order and the restrictions on such Holder’s Shares under this agreement will not prevent Agreement and direct the transfer of Lockup Shares by Stockholder as a gift or gifts agent not to family members or charitable organizations to the extent that process any donee thereof agrees in writing to be bound attempts by the terms of this Section 1; and provided furtherHolder to resell or transfer any Holder’s Shares under any registration statement, that the restrictions set forth Rule 144 or otherwise in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date violation of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1.
Appears in 1 contract
Lockup. Without (a) During the prior written consent period beginning as of the Company, Stockholder will not, from Effective Time (as defined in the Effective Date Merger Agreement) of the Merger and continuing until the earlier to occur of (i) 180 days after the date first anniversary of this Agreement the Effective Time and (ii) the date that The American Stock Exchange Early Release Date ("AMEX"such period, the “Lock-Up Period”) has approved the Company's application for listing of the Common Stockand subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly:
(a) , offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any option or contract to sellshares, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or into, exchangeable for Common Stock (including without limitationor that represent the right to receive shares, Common Stock or any securities convertible into interest in any of the foregoing, whether now owned or exercisable or exchangeable for Common Stock that may be deemed to be beneficially hereinafter acquired, owned directly by the undersigned in accordance (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission) Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the "Lockup Shares"“covered shares”);. The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
(b) enter into Notwithstanding the foregoing, a Stockholder Party may transfer or dispose of its shares following the Effective Time (i) by will or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations, (iii) to any swap trust, partnership, limited liability company or other agreement that transfersentity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Section 2.1, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) to any immediate family member or other dependent, (v) as a distribution to limited partners, members or stockholders of such Stockholder Party, (vi) to its Affiliated investment fund or other Affiliated entity controlled or managed by such Stockholder Party or its Affiliates, (vii) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (vi) above, (viii) pursuant to an order or decree of a Governmental Authority, (ix) from an executive officer to the Company or its Subsidiary or parent entities upon death, disability or termination of employment, in whole each case, of such executive officer, (x) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in part, any each case made to all holders of the economic consequences shares involving a Change of ownership Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 2.1, (xi) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any Lockup Sharesoption to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-Up Period; provided, whether however, that any such transaction described in clause (a) above is shares received by the undersigned upon any such exercise will be subject to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further2.1, that or (2) for the restrictions set forth in this Section 1 shall only apply to 75% purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the Lockup Shares owned exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-Up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and Party upon any additional shares of Common Stock such exercise or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not vesting will be subject to such the restrictions set forth in terms of this Section 1.2.1, or (xii) with the prior written consent of the Company; provided that:
Appears in 1 contract
Lockup. Without In recognition of the prior benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees, for the benefit of the Company and Parent, that, without the written consent of Parent (or, if applicable, Pubco (as defined below), during the Companyperiod beginning on the closing date (the “Closing Date”) of the Merger and ending fifteen (15) months after the Closing Date (the “Initial Lockup Period” and the Initial Lockup Period as extended by a Trigger Event (as defined below), Stockholder the “Lockup Period”), provided that the Initial Lockup Period is subject to extension upon the occurrence of any Trigger Event such that the Lockup Period shall expire on the fifteen (15) month anniversary of the Trigger Event, and shall apply to any Parent Successor Securities (as such term is defined below), the undersigned will not, from the Effective Date until the earlier of (i) 180 days after the date of this Agreement and (ii) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing of the Common Stock, directly or indirectly:
, (ai) offer, pledgesell, announce the intention offer to sell, sell, assign, transfer, encumber, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose ofof (or enter into any transaction or device that is designed to, directly or indirectlycould be expected to, result in the disposition by any person at any time in the future), any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock of Parent (including without limitationeach, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be a “Parent Security”), beneficially owned owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned in accordance with on the rules and regulations of the U.S. Securities and Exchange Commission) date hereof or hereafter acquired or (collectively, the "Lockup Shares");
(bii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of any Lockup SharesParent Security, whether any such swap or transaction described in clause (ai) or (ii) above is to be settled by delivery of Lockup Shares or such other securitiesany Parent Security (each of the foregoing, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, a “Prohibited Sale”). This Letter Agreement shall apply to all Parent Securities owned by the registration undersigned including shares of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations Parent’s common stock issued to the extent that any donee thereof agrees undersigned in writing to be bound by connection with the terms Merger and all Parent Successor Securities. For purposes of this Section 1Letter Agreement, “Trigger Event” shall be defined as the date the Parent consummates a reverse merger transaction with an entity (“Pubco”) whose securities are traded on a national securities exchange or over the counter market pursuant to a merger, share exchange or asset purchase agreement; and provided further, that “Parent Successor Securities” shall be defined as securities of Pubco issued to the restrictions set forth undersigned in this Section 1 shall only apply to 75% of connection with the Lockup Shares owned by Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1Trigger Event.
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and (ii) through and including the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing one year anniversary of the Common StockEffective Date of a Registration Statement resulting in all Shares being registered for resale by the Investors (the "Lockup Period"), directly or indirectly:
(a) the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder’s Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including without limitationthose which are covered by a registration statement, Common Stock or (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned attempts by the undersigned Holder to resell or transfer any Holder’s Shares except in accordance compliance with this Agreement. Notwithstanding the rules and regulations of the U.S. Securities and Exchange Commissionforegoing, each Holder may transfer any Holder's Shares by (a) (collectively, the "Lockup Shares");
bona fide gift or (b) enter into any swap will or other agreement that transfers, in whole intestate succession to his or in part, any her immediate family or to a trust the sole beneficiaries of which are one or more of the economic consequences undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of ownership of any Lockup Sharesthe undersigned), whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer each resulting transferee of Lockup such Holder's Shares by Stockholder as a gift or gifts to family members or charitable organizations executes and delivers to the extent Company an agreement satisfactory to the Company certifying that any donee thereof agrees in writing to be such transferee is bound by the terms of this Section 1; Agreement and provided furtherhas been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, that Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the restrictions set forth in this Section 1 shall only apply to 75% payment or performance of indebtedness and other obligations of the Lockup Shares owned by Stockholder Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreementa total return basis), and any additional shares of Common Stock sales and other transactions through non-US broker dealers or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1foreign regulated brokers.
Appears in 1 contract
Sources: Lock Up Agreement (Golden Elephant Glass Technology, Inc.)
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and through and including the one year anniversary of the earlier of (i) the Effective Date of the Registration Statement resulting in not less than seventy-five (75%) percent of all the Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) or (ii) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing on which all of the Common StockRegistrable Securities can be sold without volume restrictions under Rule 144 (the "Lockup Period"), directly or indirectly:
(a) the Holder irrevocably agrees it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect torepresenting the rights to receive, Shares), except for the sale of the Holder’s Shares to the Successor pursuant to the Call Option Agreement dated the date hereof, which is subject to the provisions set forth below on transfers. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Shares, including those which are covered by a registration of any Lockup Shares; provided that this agreement will not prevent statement, (y) notify the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees Transfer Agent in writing of the stop order and the restrictions on such Shares under this Agreement and direct the Transfer Agent not to be bound process any attempts by the terms of this Section 1; and provided furtherHolder to resell or transfer any Shares under any registration statements, that the restrictions set forth rule 144, or otherwise in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date violation of this Agreement. The remaining 25% Notwithstanding the foregoing, or anything to the contrary contained herein, subject to the provisions set forth in the following sentence, the Successor may transfer Shares to his wife or children (a “Permitted Holder”). Any transfer of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, permitted hereunder shall not be subject to the following: (a) the transferor shall give prior notice of such intended transfer to each of the Transfer Agent and the Company, (b) such transfer is subject to the prior undertaking by each of Successor and each Permitted Holder (as applicable) with the Company, Transfer Agent and Investors that such transferred Shares are subject in all respects to the obligations and restrictions set forth on Shares under this Agreement in this Section 1place of the relevant transferor (including the placing on such Shares of a restrictive legend) and (c) such transferor shall remain liable for any breach by such Permitted Holder or, in the case of a transfer pursuant to the Call Option, the Successor, of any provision hereunder.
Appears in 1 contract
Lockup. Without the prior written consent a. With respect to 100% of the CompanyFounder Shares and 50% of the Non-Founder Shares (collectively, Stockholder will notthe “Lockup Shares”), from the Effective Date until the earlier of (i) 180 days and after the date of this Agreement and (ii) through and including the one year anniversary of the date that The American on which all of the Shares and Warrant Shares are listed or quoted on a National Stock Exchange ("AMEX") has approved the Company's application for listing pursuant to Section 4.11 of the Common StockPurchase Agreement, directly or indirectly:
(a) each applicable Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by announce the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in partoffering of, any of the economic consequences Lockup Shares held by such Holder (including any securities convertible into, or exchangeable for, or representing the rights to receive, such shares) or engage in any Short Sales with respect to any security of ownership the Company. In furtherance thereof, the Company will (x) place a stop transfer order with its transfer agent on all such Lockup Shares including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Lockup Shares under this Agreement and direct the Transfer Agent not to process any attempts by the applicable Holder to resell or transfer any Lockup SharesShares held by such Holder, whether except in compliance with this Agreement.
b. Notwithstanding anything to the contrary provided in Section 3.a. hereof, , each Holder may transfer any Holders’ Shares held by such transaction described in clause Holder by (a) above is bona fide gift or (b) will or intestate succession to be settled by delivery his or her immediate family or to a trust the sole beneficiaries of Lockup Shares which are one or such other securitiesmore of the undersigned and his or her immediate family (the term "immediate family" means, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect tofor the foregoing purposes, the registration spouse, domestic partner, lineal descendant, father, mother or sibling of any Lockup Sharesthe undersigned); provided provided, that this agreement will not prevent the transfer each resulting transferee of Lockup such Holder's Shares by Stockholder as a gift or gifts to family members or charitable organizations executes and delivers to the extent Company an agreement satisfactory to the Company certifying that any donee thereof agrees in writing to be such transferee is bound by the terms of this Section 1; Agreement and provided furtherhas been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, that each Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holders’ Shares to secure the restrictions set forth in this Section 1 shall only apply to 75% payment or performance of indebtedness and other obligations of the Lockup Shares owned by Stockholder on Company and/or its Subsidiaries to bona fide commercial lending institutions in the date People's Republic of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1China.
Appears in 1 contract
Sources: Lock Up Agreement (SMSA Palestine Acquistion Corp.)
Lockup. Without (i) Subscriber agrees that the prior written consent Founder Shares may not be transferred, assigned or sold (except to certain permitted transferees as described in the Registration Statement) until the earlier to occur of: (1) one year after the consummation of the Business Combination and (2) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, Stockholder will notstock dividends, from reorganizations, recapitalizations and the Effective Date until the earlier of (ilike) 180 for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of Business Combination, the Founder Shares will be released from the lockup. The Founder Shares shall contain a legend reflecting the foregoing lockup. Notwithstanding anything to the contrary contained herein, Subscriber shall not be prohibited from effecting a short sale with securities that do not constitute “Securities” under this Agreement and Agreement.
(ii) Following the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing expiration of the Common Stock, directly or indirectly:
(a) offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further, that the restrictions set forth in this Section 1 shall only apply clause (i) above, if the Securities are eligible to 75% of the Lockup Shares owned by Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreementbe sold without restriction under, and any additional shares of Common Stock without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, or any securities convertible into or exercisable or exchangeable if they are registered for Common Stock acquired by Stockholder after resale under the date of this AgreementSecurities Act pursuant to a shelf registration statement, shall not be then at the Subscriber’s written request, the Company will use commercially reasonable efforts to cause the Company’s transfer agent to remove the legend referred to in clause (i) above, subject to compliance by the Subscriber with the reasonable and customary procedures for such removal required by the restrictions set forth in this Section 1Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 1 contract
Sources: Securities Purchase Agreement (BowX Acquisition Corp.)
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and through and including the twelve (ii12) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing month anniversary of the Common StockClosing Date under the Stock Purchase Agreement (the “Lockup Period”), directly or indirectly:
(a) the Holder irrevocably agrees it will not offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by announce the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in partoffering of, any of the economic consequences of ownership of Holder’s Shares (including any Lockup Sharessecurities convertible into, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand exchangeable for, or exercise any right with respect torepresenting the rights to receive, the registration Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order on all of any Lockup the Holder’s Shares; provided that , (y) notify its transfer agent in writing of the stop order and the restrictions on the Holder’s Shares under this agreement will not prevent Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any of Lockup the Holder’s Shares by Stockholder in violation of this Agreement. Notwithstanding the foregoing, the undersigned may sell or otherwise transfer Holder’s Shares: (i) as a bona fide gift or gifts to family members or charitable organizations pledge or pledges, provided that the Holder provides prior written notice of such gift or gifts or pledge to the extent that any Company and the Investors and the donee or donees or pledgee or pledgees (as the case may be) thereof agrees in writing agree to be bound by the terms restrictions set forth herein; provided, that any such gifts or pledges shall not, in the aggregate (adding up all such gifts and pledges), exceed eight percent (8%) of this Section 1the outstanding shares of Common Stock at the time of any such gift or pledge; and (ii) on death by will or intestacy to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and a member or members of the undersigned’s immediate family, provided further, that the transferee thereof agrees to be bound by the restrictions set forth in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1herein.
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and through and including the one year anniversary of the Effective Date of a Registration Statement resulting in all Registrable Securities (iias defined in the Registration Rights Agreement) being covered by a then effective registration statement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the date that The American Stock Exchange Registration Statement is not effective or ("AMEX"2) has approved the Company's application for listing prospectus forming a portion of the Common StockRegistration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the “Lockup Period”), directly or indirectly:
(a) the Holder irrevocably agrees it will not offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder’s Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect torepresenting the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the registration laws of decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, however, that any Lockup Shares; provided that Holder’s Shares transferred pursuant to items (ii) and (iii) of this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations letter shall be subject to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further, that the same restrictions set forth in this Section 1 shall only apply to 75% letter. In furtherance thereof, the Company will (x) place a stop order on all Holder’s Shares covered by any registration statements, (y) notify its transfer agent in writing of the Lockup stop order and the restrictions on such Holder’s Shares owned under this Agreement and direct the transfer agent not to process any attempts by Stockholder on the date Holder to resell or transfer any Holder’s Shares under such registration statements or otherwise in violation of this Agreement. The remaining 25% In the event the Company files two Registration Statements which are subsequently declared effective by the Commission, and following the one year anniversary of the Lockup Effective Date of the second such Registration Statement, all Registrable Securities are not yet effective, then the percentage of the Holder’s Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, which shall not be remain subject to such the restrictions set forth in this Section 14 shall correspond to the percentage of Registrable Securities (as defined in the Registration Rights Agreement) which are not yet then registered for resale on an effective Registration Statement.
Appears in 1 contract
Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days From and after the date of this Agreement and through and including the one year anniversary of the earlier of (i) the effective date of a registration statement resulting in all Shares being registered for resale by the Investors, or (ii) the such date that The American Stock Exchange ("AMEX") has approved the Company's application for listing all Shares are eligible to be sold pursuant to Rule 144 of the Common StockSecurities Act of 1933, directly or indirectly:
as amended, without restriction as to volume (a) the "Lockup Period"), the Holder irrevocably agrees that, except as set forth below, it will not offer, pledge, announce the intention to sellencumber, sell, assign, transfer, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Common Stock or of its Holder’s Shares (including any securities convertible into or exercisable into, or exchangeable for Common Stock for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including without limitationthose which are covered by a registration statement, Common Stock or (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned attempts by the undersigned Holder to resell or transfer any Holder’s Shares except in accordance compliance with this Agreement. Notwithstanding the rules and regulations of the U.S. Securities and Exchange Commissionforegoing, each Holder may transfer any Holder's Shares by (a) (collectively, the "Lockup Shares");
bona fide gift or (b) enter into any swap will or other agreement that transfers, in whole intestate succession to his or in part, any her immediate family or to a trust the sole beneficiaries of which are one or more of the economic consequences undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of ownership of any Lockup Sharesthe undersigned), whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer each resulting transferee of Lockup such Holder's Shares by Stockholder as a gift or gifts to family members or charitable organizations executes and delivers to the extent Company an agreement satisfactory to the Company certifying that any donee thereof agrees in writing to be such transferee is bound by the terms of this Section 1; Agreement and provided furtherhas been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, that Holder shall be permitted to pledge, encumber, or create a security interest in any or all of its Holder's Shares to secure the restrictions set forth in this Section 1 shall only apply to 75% payment or performance of indebtedness and other obligations of the Lockup Shares owned by Stockholder Company and/or its Subsidiaries to bona fide commercial lending institutions. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreementa total return basis), and any additional shares of Common Stock sales and other transactions through non-US broker dealers or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1foreign regulated brokers.
Appears in 1 contract
Lockup. Without Each holder of Registrable Securities agrees that in connection with any firm commitment public offering of the Atlantic Capital Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the Company, Stockholder will not, from period commencing the Effective Date until effective date of such registration and ending on the earlier of date specified by such managing underwriter (i) such period not to exceed 180 days after in the date case of this Agreement and an initial public offering (ii“IPO”) or 90 days in the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing case of the Common Stockany registration other than an IPO), directly or indirectly:
(a) offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Atlantic Capital Common Stock or any securities convertible into or into, exercisable for or exchangeable for shares of Atlantic Capital Common Stock (including without limitationStock, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares");
(b) enter into any swap or other agreement arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any Lockup Sharessuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Lockup Shares Atlantic Capital Common Stock or such other securities, in cash or otherwise; or
(c) make . The foregoing provisions of Section 4.4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 1.1, Section 1.2 or Section 2, and shall be applicable to the holders of Registrable Securities only if Atlantic Capital, all officers and directors of Atlantic Capital as well as all stockholders owning more than 5% of Atlantic Capital’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4.4, each holder of Registrable Securities shall be released, pro rata, from any demand for, or exercise any right with respect to, lock-up agreement entered into pursuant to this Section 4.4 in the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations event and to the extent that the managing underwriter or Atlantic Capital permit any donee thereof agrees in writing to be bound by the terms discretionary waiver or termination of this Section 1; and provided further, that the restrictions set forth in this Section 1 shall only apply of any lock-up agreement pertaining to 75Atlantic Capital, any officer, director or holder of greater than 5% of the Lockup Shares owned outstanding Atlantic Capital Common Stock. Atlantic Capital and all of its officers and directors shall enter into a customary lock-up agreement in connection with an underwritten public offering of Registrable Securities if reasonably requested by Stockholder on the date of this Agreement. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such the restrictions set forth in this Section 1underwriters.
Appears in 1 contract
Sources: Securities Purchase Agreement (Atlantic Capital Bancshares, Inc.)