Principal Holder Lock-Up and Standstill Sample Clauses

Principal Holder Lock-Up and Standstill. (a) Each of the Principal Holders, NM and DM agrees that, during the Lock-Up Period and thereafter until the expiration of six (6) months after the later to occur of (i) the termination of the right to nominate a director under Section 4 or (ii) the cessation by the Board Nominee of his membership on the Board, without the prior approval of a majority of the members of the Board (other than the Board Nominee): (i) it will not and will not enter into any Contract to, and will not permit any of its controlled Affiliates or Related Parties to or to enter into any Contract to, offer to purchase or sell, purchase or sell, grant or acquire any option, right or warrant to purchase or sell, borrow or lend, pledge or hypothecate, or otherwise acquire or Transfer, directly or indirectly, any of the Shares, any other shares of Common Stock or any other securities of the Company (including securities convertible into or exercisable or exchangeable for shares of Common Stock or options, warrants or rights to acquire any shares of Common Stock); (ii) it will not enter into, and will not permit any of its controlled Affiliates or Related Parties to enter into, any economic or voting derivative, swap or other arrangement, transaction or Contract (A) that transfers to or acquires from any other Person, in whole or in part, any of the voting rights or economic consequences of ownership of any of the Shares, any other shares of Common Stock or any other securities of the Company (including securities convertible into or exercisable or exchangeable for shares of Common Stock or options, warrants or rights to acquire any shares of Common Stock) or (B) the value of which is measured or determined, in whole or in part, by or with respect to the value of the Shares, any other shares of Common Stock or any other securities (including options, warrants, rights or rights to acquire any shares of Common Stock or other securities) of the Company; in each case, regardless of whether settled by delivery of any of the Shares, any other shares of Common Stock, any other securities (including options, warrants, rights or rights to acquire any shares of Common Stock or other securities) of the Company, in cash or otherwise. (b) Each of the Principal Holders, NM and DM agrees that, during the Lock-Up Period and thereafter until the expiration of six (6) months after the later to occur of (i) the termination of the right to nominate a director under Section 4 or (ii) the cessation by the Boar...
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Related to Principal Holder Lock-Up and Standstill

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.