RESTRICTIONS ON THE INVESTOR Sample Clauses

The "Restrictions on the Investor" clause sets out specific limitations on the actions or behaviors of the investor within the context of the agreement. Typically, this clause may prohibit the investor from transferring shares to certain parties, engaging in competing businesses, or disclosing confidential information obtained through the investment. By clearly outlining what the investor can and cannot do, this clause helps protect the interests of the company and other stakeholders, ensuring that the investor's involvement does not undermine the business or its strategic objectives.
RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Joint Global Coordinators and the Joint Sponsors, the Investor will not, and will cause its affiliates not to, whether directly or indirectly, at any time during the period of six (6) months from the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any securities convertible into or exchangeable or exercisable for or that represent the right to receive any of the forgoing securities; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction; (iv) agree or contract to, or publicly announce any intention to, enter into any of the foregoing transactions described in (i), (ii) and (iii) above, in each case whether any of the foregoing transactions described in (i), (ii) and (iii) above is to be settled by delivery of Relevant Shares or such other securities convertible into or exercisable or exchangeable for Relevant Shares, in cash or otherwise. Subject to the above paragraph, the Investor agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that, at any time after the expiry of the Lock-up Period, in the event that the Investor or any wholly-owned subsidiary of the Investor enters into any transactions to dispose of any Relevant Shares, or agrees or contracts to, or announces an intention to enter into such transactions, the Investor (for itself or on behalf of its subsidiary) shall take commercially reasonable steps to ensure that such disposal would not create a disorderly and false market in the Shares and shall comply with all applicable Laws and regulations and rules of securities exchanges of all competent jurisdictions, including but not limited to the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Ordinance and the SFO. 5.2 Not...
View SourceView Similar (13)
RESTRICTIONS ON THE INVESTOR. 对投资者的限制 5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Sponsor-Overall Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Sponsor-Overall Coordinators and the Joint Sponsors, the Investor and its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) will not, whether directly or indirectly, at any time during the period commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months after the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any security that is convertible, exchangeable, exercisable or represents a right to receive the above securities, or agrees, enters into an agreement or publicly announces an intention to enter into such a transaction; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transactions; and in the event of a disposal (or an agreement or contract, or an announcement of an intention, for a disposal) of any Relevant Shares within six months after the Lock-up Period, the Investor will notify the Company, the Sponsor-Overall Coordinators and the Joint Sponsors in writing prior to the proposed disposal and will ensure that such disposal will comply with all applicable Laws and will take reasonable steps to ensure that the disposal will not create a disorderly and false market in the Shares of the Company. 按照第5.2条，投资者（为其自身及代表其全资附属公司（倘投资者股份由该全 资附属公司持有））与本公司、保荐人-整体协调人及联席保荐人达成一致、订 立契诺并承诺，未经本公司、保荐人-整体协调人及联席保荐人各自的事先书面 同意，自上市日期（包括该日）起至上市日期后六(6)个月当日（包括该日）止期间（“禁售期”）内的任何时间，投资者及其全资附属公司（倘投资者股份 由该全资附属公司持有）不会直接或间接地(i)以任何方式处置任何相关股份或 持有任何相关股份的任何公司或实体中的任何权益，包括任何可转换、可交换、可行使的证券或代表可收取上述证券的权利，或同意或订约订立或公开宣布有 意订立此类交易；(ii)允许其自身在其最终实益拥有人层面发生控制权改变（其 定义见证监会颁布的《公司收购、合并及股份回购守则》）；或(iii)直接或间接 地达成与任何上述交易具有相同经济效果的交易；及如果在禁售期后的六个月内出售任何相关股份（或签订协议或合同，或宣布出售意向），投资者将在拟议出售前书面通知本公司、保荐人-整体协调人及联席保荐人，并确保该出售遵守所有适用法律，及采取一切合理措施，以确保该出售将不会导致本公司股份市场出现混乱及造成虚假市场。 5.2 Nothing c...
View SourceView Similar (5)
RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor for itself and on behalf of the Investor Subsidiary (where the Investor Shares are to be held by the Investor Subsidiary) agrees, covenants with and undertakes to each of the Company, the Sole Sponsor and the Sole Overall Coordinator that without the prior written consent of each of the Company, the Sole Sponsor and the Sole Overall Coordinator, that, it will not, and will cause the its affiliates (if applicable) not to, whether directly or indirectly, at any time during the period commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months starting from and inclusive of the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs (the “Takeovers Code”)) at the level of its ultimate beneficial owner; (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction; or (iv) agree or contract to, or publicly announce any intention to, enter into any such transaction described in (i),
View SourceView Similar (2)
RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.3, the Investor for itself and on behalf of the Investor Subsidiary (where the Investor Shares are to be held by the Investor Subsidiary) agrees, covenants with and undertakes to the Company and CICC HK Securities that without the prior written consent of the Company and CICC HK Securities, it will not, whether directly or indirectly, at any time during the period of six months starting from and inclusive of the Listing Date (the “Lock-up Period”), dispose of any Relevant Shares or any interest in any company or entity holding any Relevant Shares in any way.
View Source
RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Overall Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Overall Coordinators and the Joint Sponsors, the Investor will not, and will cause its affiliates not to, whether directly or indirectly, at any time during the period of twelve
View Source

Related to RESTRICTIONS ON THE INVESTOR

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. (b) Each certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. (c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.