Common use of The Holders Clause in Contracts

The Holders. Other than Lock-Up Shares held directly or indirectly by the MJ Holders or their Permitted Transferees (including holding as a custodian) or with respect to which any ▇▇ ▇▇▇▇▇▇ has beneficial ownership within the rules and regulations of the SEC, the terms of which shall be governed by Section 2.1(b), each of the Holders agrees that, (i) during the period beginning from the date of this Agreement and continuing to and including the date that is six (6) months after the date of this Agreement (the “Initial Lock-Up Period”), no such Holder will Dispose of any Lock-Up Shares owned directly or indirectly by such Holder (including holding as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the SEC, and (ii) beginning on the date immediately following the Initial Lock-Up Period, and on each subsequent one (1) month anniversary of such date (each, a “Release Month”), excluding any MJ Release Month, restrictions on Disposition of Lock-Up Shares (and the Lock- Up Period shall expire with respect to) for each Holder shall cease with respect to an additional number of Lock-Up Shares equal to the lesser of (x) such Holder’s Pro Rata Portion of an aggregate of 4,100,000 Lock-Up Shares and (y) one-twelfth (1/12th) of the aggregate number Lock-Up Shares owned, directly or indirectly, by such Holder (including holding as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the SEC, as of the Closing (assuming full release of the Indemnification Escrow Amount and the payments contemplated by Section 1.4(c) of the Purchase Agreement as of the Closing), in each case subject to applicable securities laws, or, in each case, the total number of Lock-Up Shares that remain subject to the Lock-Up Period at such time (if lower); provided, that Lock-Up Shares that are not deposited in escrow at the time of any such expiration of the Lock-Up period shall be released first in any such Release Month until the restrictions on all such non-escrowed Lock-Up Shares have been released; provided, further, that the termination of the restrictions on Disposition on each Release Month set forth in this Section 2.1(a)(ii) shall not occur on any MJ Release Month. As used in this Section 2.1, “MJ Release Month” means any month during which any ▇▇ ▇▇▇▇▇▇ becomes entitled to Dispose of any Lock-Up Shares pursuant to Section 2.1(b) on or prior to the eighteen (18) month anniversary of the date of this Agreement, including the month during which the Initial MJ Release occurs. For illustrative purposes only, by the last day of the month starting on the thirteenth (13) month anniversary of the date of this Agreement, up to the lesser of (x) such Holder’s Pro Rata Portion of 24,600,000 Lock-Up Shares and (y) six-twelfths (6/12th) of the aggregate number of Lock-Up Shares owned by each Holder may have been Disposed of by such Holder.