Common use of Post-Closing Lock-Up Clause in Contracts

Post-Closing Lock-Up. Other than transfers to Sponsor by the Insiders or vice versa, during the period from the date hereof through the Termination Date (as defined below), Sponsor shall not (x) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, any ▇▇▇▇ Interests or any securities convertible into, or exercisable, or exchangeable for, its ▇▇▇▇ Interests; (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any ▇▇▇▇ Interests, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (clauses (x) and (y), collectively, “Transfer”); or (z) publicly announce any intention to effect any transaction specified in clause (x) or (y). a. Subject to the exceptions set forth herein, each Sponsor Party agrees not to Transfer, assign or sell any Lock-up Shares or Extended Lock-up Shares held by it during the Lock-up Period (the “Lock-up”). b. For purposes of this Section 5 and, as applicable, this Agreement, (i) “Lock-up Period” shall mean (A) with respect to the Extended Lock-up Shares, subject to this Section 5, the period beginning on the Closing Date and ending on the date that is the three-year anniversary of the Closing Date and (B) with respect to the Lock-up Shares, subject to this Section 5, the period beginning on the Closing Date and ending on the date that is the one-year anniversary of the Closing Date; and (ii) “Permitted Transferee” shall mean, with respect to a Sponsor Party or any of its respective Permitted Transferees: (A) the Public Company or any of its Subsidiaries; (B) any Person approved in writing by the board of directors of the Public Company, in its sole discretion; (C) each of their respective equityholders and Affiliates (including any partner, shareholder, member controlling or under common control with such member and affiliated investment fund or vehicle); or (D) if such Sponsor Party or Permitted Transferee is a natural Person, any of such Sponsor Party’s Permitted Transferee’s controlled Affiliates, or any trust or other estate planning vehicle that is under the control of such Permitted Transferee, as applicable, and for the sole benefit of such Permitted Transferee and/or such Permitted Transferee’s spouse, former spouse, ancestors and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing Persons, in the case of each of clauses (A) through (D), only if such transferee becomes a party to this Agreement.

Post-Closing Lock-Up. Other than transfers Each Stockholder, solely as to Sponsor such Stockholder, and Parent acknowledge and agree as follows: (a) The Lock-Up Restriction applies to any and all Merger Shares; provided, however, that upon the execution and delivery of this Agreement to Parent by Stockholders holding in aggregate at least the Threshold, the Lock-Up Restriction shall thereupon be modified by the Insiders Partial Lock-Up Waiver (pursuant to Section 2.1) and thus apply only for the Modified Lock-Up Period (it being understood that, from and after the execution and delivery of this Agreement to Parent by Stockholders holding in aggregate at least the Threshold, any reference to the Lock-Up Restriction in the Merger Agreement or vice versa, any other Transaction Agreement shall be deemed to refer to the Lock-Up Restriction as modified by this Agreement); (b) Such Stockholder shall not engage directly or indirectly in any hedging activities involving Merger Shares during the period from Modified Lock-Up Period; and (c) Any transfer, sale or other disposition of Merger Shares (collectively, a “Transfer”) or attempted Transfer in violation of this Section 1.1 shall be null and void ab initio. Notwithstanding the date hereof through foregoing or anything else to the Termination Date contrary herein (as defined belowbut subject in all instances to the applicable provision(s) in the proviso at the end of this sentence), Sponsor each Stockholder may Transfer such Stockholder’s Merger Shares during the Modified Lock-up Period and during the Volume Restriction Period (the “Permitted Transfer Arrangements”): (i) as a bona fide gift or charitable donation or for bona fide estate planning purposes; (ii) by will, other testamentary document or intestacy; (iii) (A) to any member of such Stockholder’s immediate family, (B) to any trust or other legal entity for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, (C) to a limited liability company or similar entity the sole owners of which are individuals, trusts and entities referenced in this paragraph, or (D) if such Stockholder is a trust, to a trustor or beneficiary of the trust, to a successor trust provided for in the terms of such trust, or to the estate of a beneficiary of such trust (for purposes of this Agreement, “immediate family” of a person shall mean any of the following: a person’s spouse, parent, lineal descendant or any other relative not more remote than a first cousin; and for purposes of this sentence, relatives shall include relatives by blood, current or former marriage, domestic partnership or adoption); (iv) to a partnership, limited liability company or other entity of which such Stockholder and the immediate family of such Stockholder are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (v) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (i) through (iv) above; or (vi) if such Stockholder is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of such Stockholder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such Stockholder or Affiliates of such Stockholder (including, for the avoidance of doubt, where such Stockholder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) to any direct or indirect members, general partners, limited partners, shareholders or owners of such Stockholder, any of its Affiliates or any directors or officers of any of the foregoing; provided, however, that, (A) in the case of any Transfer pursuant to the foregoing clauses (i)-(vi), such Transfer shall not involve a Transfer for value and each donee, devisee, transferee, distributee or other recipient, as applicable, shall concurrently with such Transfer execute and deliver to Parent a joinder to this Agreement, substantially in the form of Exhibit 1 hereto, under which such Person agrees to become party to, and bound by, this Agreement as a Stockholder (xa “Joinder Agreement”) sellupon which Parent shall be entitled to rely; (B) in the case of any Transfer pursuant to clauses (i), offer to sell(iv), contract (v) and (vi) above, no filing by any party (donor, donee, devisee, transferor, transferee, distributer, distributee or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of other recipient) under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, any ▇▇▇▇ Interests or any securities convertible into, or exercisable, or exchangeable for, its ▇▇▇▇ Interests; (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any ▇▇▇▇ Interests, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (clauses (x) and (y), collectively, “Transfer”); or (z) publicly announce any intention to effect any transaction specified in clause (x) or (y). a. Subject to the exceptions set forth herein, each Sponsor Party agrees not to Transfer, assign or sell any Lock-up Shares or Extended Lock-up Shares held by it during the Lock-up Period amended (the “Lock-upExchange Act”). b. For purposes of this Section 5 and, as applicable, this Agreement, or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (i) “Lock-up Period” shall mean (A) with respect other than a filing required to the Extended Lock-up Shares, subject to this Section be made on a Form 5, Schedule 13G or Schedule 13G/A, Schedule 13D or Schedule 13D/A, or Schedule 13F, each of which shall clearly indicate therein the period beginning on the Closing Date nature and ending on the date that is the three-year anniversary conditions of the Closing Date and (B) with respect to the Lock-up Shares, subject to this Section 5, the period beginning on the Closing Date and ending on the date that is the one-year anniversary of the Closing Datesuch transfer); and (ii) “Permitted Transferee” shall mean, with respect to a Sponsor Party or any of its respective Permitted Transferees: (A) the Public Company or any of its Subsidiaries; (B) any Person approved in writing by the board of directors of the Public Company, in its sole discretion; (C) each of their respective equityholders and Affiliates (including any partner, shareholder, member controlling or under common control with such member and affiliated investment fund or vehicle); or (D) if such Sponsor Party or Permitted Transferee is a natural Person, any of such Sponsor Party’s Permitted Transferee’s controlled Affiliates, or any trust or other estate planning vehicle that is under the control of such Permitted Transferee, as applicable, and for the sole benefit of such Permitted Transferee and/or such Permitted Transferee’s spouse, former spouse, ancestors and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing Persons, in the case of each of any Transfer pursuant to clauses (Aii) through and (D)iii) above, only if any filing required to be made under the Exchange Act by any donor, donee, devisee, transferor, transferee, distributer, distributee or other recipient shall clearly indicate therein the nature and conditions of such transferee becomes a party to this AgreementTransfer.