Common Stock Lockup Sample Clauses

Common Stock Lockup. 1. Seller or its shareholders, as applicable, and Grant shall not, prior to the date that is six (6) full calendar months following the Closing Date (the “Lockup Period”), (i) lend; offer; pledge; sell; 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 of the LMP Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the LMP Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 10(g)(1) do not apply to the transfer of any of the LMP Common Stock to any trust for the direct or indirect benefit of Seller or its shareholders, as applicable, or Grant or the immediate family of Seller or its shareholders, as applicable, or Grant, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. 2. Until after the Price Protection Period, Seller or its shareholders, as applicable, and Grant shall not (and shall ensure that their respective agents, representatives or affiliates do not) engage in or effect, in any manner whatsoever, directly or indirectly, any (i) “Short Sale” (as such term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Common Stock of LMP; or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock of LMP. 3. Seller or its shareholders, as applicable, and Grant shall at all times comply with all applicable federal and state securities laws applicable to the Common Stock and its or his ownership and/or control thereof, and shall comply strictly with any applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or similar rules of LMP. LMP is an intended third-party beneficiary of this Section 10(g) and has the right, power and authority to enforce the provisions hereof as though it were a party hereto.
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Common Stock Lockup. (a) Subject to the Company’s compliance with its obligations under this Agreement, and except as may be otherwise provided in the Registration and Exchange Rights Agreement, PNC shall not, without the Company’s prior written consent, sell, transfer, otherwise dispose of or enter into any hedge with respect to any of the shares of Common Stock until such time as the Company shall have filed, and the SEC shall have declared effective, a registration statement with respect to the resale of such shares as contemplated by the Registration and Exchange Rights Agreement. From and after such time as such a registration statement shall have become effective, PNC may (i) enter into ▇▇▇▇▇▇ with respect to all or a portion of its Common Stock and (ii) from time to time sell shares of Common Stock, either (A) in a registered public offering using an underwriter or underwriters approved by the Company (such approval not to be unreasonably withheld or delayed), or (B) in open market transactions, subject to a daily limit equal to 20% of the 30-day trailing average daily trading volume of the Common Stock on the NASDAQ; provided that until the Blackout Release Date, such ▇▇▇▇▇▇ or sales shall be subject to customary blackout periods applicable to the Company’s officers and directors. The Company shall apprise PNC with respect to the timing of any blackout periods until the Blackout Release Date. Notwithstanding the foregoing, PNC may sell, transfer or otherwise dispose any or all of such shares of Common Stock by tendering such securities pursuant to any tender offer or exchange offer commenced by any third party that has not been solicited, directly or indirectly, by PNC or any of its Affiliates or in connection with any merger or consolidation to which the Company is a party or pursuant to a plan of liquidation of the Company. (b) The restrictions set forth in Section 4.03(a) shall not apply to PNC and its Affiliates’ ordinary course fiduciary activities or to the ordinary course activities of PNC or its Affiliates’ affiliated proprietary and third party fund and asset management activities or affiliated brokerage and trading or financing activities.
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Common Stock Lockup. The Paradigm Entities and each Other Stockholder hereby agree for a period of 180 days after the date of this Agreement (the "LOCK-UP PERIOD") that each of them will not Transfer any shares of Common Stock, any options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock now owned or hereafter acquired directly by such Person or with respect to which such Person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners, members or stockholders of such Person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, or (iii) Transfers of Preferred Stock in compliance with this Agreement. The foregoing restriction has been expressly agreed to by each Other Stockholder so as to preclude such Other Stockholder from engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a Transfer of Common Stock during the Lock-up Period, even if such Common Stock would be Transferred by someone other than such Other Stockholder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Common Stock or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from the Common Stock. Each Other Stockholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the Transfer of Common Stock held by such Other Stockholder except in compliance with the foregoing restrictions.
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Related to Common Stock Lockup

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.