Exceptions to Lock-Up Sample Clauses

Exceptions to Lock-Up. The provisions of Section 3 shall not apply to: (a) Transfers of Subject Shares as a bona fide gift or charitable contribution; (b) Transfers of Subject Shares to a trust, family limited partnership or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of Holder or any other person with whom Holder has a relationship by blood, marriage or adoption not more remote than first cousin and Transfers to any such family member; (c) Transfers of Subject Shares by will or intestate succession or the laws of descent and distributions upon the death of Holder (it being understood and agreed that the appointment of one or more executors, administrators or personal representatives of the estate of Holder shall not be deemed a Transfer hereunder to the extent that such executors, administrators and/or personal representatives comply with the terms of this Agreement on behalf of such estate); (d) Transfers of Subject Shares pursuant to a qualified domestic order or in connection with a divorce settlement; (e) if Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (i) Transfers of Subject Shares to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with Holder (including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) Transfers of Subject Shares as part of a dividend, distribution, transfer or other disposition of shares to partners, limited liability company members, direct or indirect stockholders or other equity holders of Holder, including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership, fund or investment vehicle, or any other partnerships, funds or investment vehicles controlled or managed by such partnership; (f) if Holder is a trust, Transfers of Subject Shares to a trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (g) Transfers of Subject Shares to Parent’s or Holder’s officers, directors, members, consultants or their affiliates; (h) pledges of Subject Shares as security or collateral in connection with any borrowing or the incurrence of any ind...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Exceptions to Lock-Up. Notwithstanding the provisions of Section 1(a), during the Lock-Up Period, Shareholder may Transfer all or a portion of the Locked-Up Shares: (a) As a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (b) To any trust for the direct or indirect benefit of Shareholder or an immediate family member of Shareholder, provided that the trustee of the trust agrees in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (c) To Shareholder’s affiliates (including, if applicable, commonly controlled or managed investment funds) provided that such affiliate(s) agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (d) Pursuant to a tender or exchange offer publicly recommended by the Company’s board of directors; (e) Pursuant to a merger, stock sale, consolidation or other transaction publicly recommended by the Company’s board of directors; (f) By will or other testamentary document or by intestacy; (g) Commencing six (6) months after the Effective Date, to any third party or parties, including a disposition for value, provided that such third party or parties agree(s) in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement, and provided further that each such third party or parties shall be deemed not to be an underwriter of the Locked-Up Shares so sold within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “33 Act”); (h) Commencing six (6) months after the Effective Date, to any third party in a transaction exempt from the registration requirements of the 33 Act pursuant to Section 4(a)(4) thereof, an amount of the Locked-Up Shares equal to or less than 1% of the average weekly reported volume of trading of the Company’s common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker; (i) Pursuant to and to the extent the Company grants an exception to the lock-up provisions of any oth...
Sample 1Sample 2Sample 3See All (4)
Exceptions to Lock-Up. Notwithstanding the foregoing, each Seller may Transfer up to 33.33% of Seller’s Securities on each of the first three anniversaries of the Closing Date of the Exchange Agreement year (i.e. after two (2) years 66.66% of the Sellers’ Securities, and after three (3) years all Sellers’ Securities, subject to securities compliance, shall be released from the obligations of this Agreement). Furthermore, upon a Change of Control (as defined below) of the Company, this Agreement shall terminate and be of no further force and effect. “Change of Control” shall be defined as (i) a sale of equity securities of the Company (other than in a public offering) in one transaction or series of related transactions representing more than fifty percent (50%) of the issued and outstanding shares of the Company; or (ii) a sale of substantially all of the Company’s assets.
Sample 1Sample 2
Exceptions to Lock-Up. Notwithstanding Clauses 9.1 above, in the event that the Preference Shareholders have collectively disposed of more than 50% of the total number of Preference Shares (including, for purposes of calculation, the Ordinary Shares issuable upon conversion of such Preference Shares) held by them as at the date hereof (“Preference Shareholders’ Sale Shares”), the Founders shall have the right (and not the obligation) to dispose of their Shares in the Company subject to the following terms: 9.3.1 If the average sale price of the Preference Shareholders’ Sale Shares (“Preference Shareholders’ Average Price”) is at a valuation above or equal to that for a Qualifying IPO, then the Founders may dispose of such number of Shares as may be equal to the total number of Preference Shareholders’ Sale Shares (on an as-converted basis) (“Founders’ Sale Portion”). 9.3.2 If the Preference Shareholders’ Average Price is at a valuation below that for a Qualifying IPO, then the Founders’ Sale Portion shall be reduced to one-third of the total number of Preference Shareholders’ Sale Shares (on an as-converted basis). 9.3.3 Subject to the pre-emption, co-sale and other rights accorded to the Parties under Clause 7, the Founders shall be entitled to transfer their Founders’ Sale Portion (as determined in accordance with this Clause 9.3) to a third party (“Founders’ Third Party Purchaser”). 9.3.4 In addition, the Founders shall satisfy and ensure that the Founders’ Third Party Purchaser satisfy the requirements under Clause 7.7 and Clause 7.9 in respect of the aforesaid transfer of Shares.
Sample 1Sample 2
Exceptions to Lock-Up. Notwithstanding the restrictions contained in Section 1.1 above, Stockholder may (i) transfer the Stockholder’s Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) transfer the Stockholder’s Shares to any trust for the direct or indirect benefit of Stockholder or the immediate family of Stockholder, 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, (iii) transfer the Stockholder’s Shares by will or intestacy, provided that the transferee or transferees thereof agree to be bound in writing by the restrictions set forth herein, (iv) transfer the Stockholder’s Shares to Parent in connection with any repurchase of such Stockholder’s Shares by Parent, (v) transfer the Stockholder’s Shares pursuant to a qualified domestic relations order, provided that the transferee or transferees thereof agree to be bound in writing by the restrictions set forth herein, (vi) transfer the Stockholder’s Shares in connection with a liquidation, merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all Parent stockholders having the right to exchange their shares of Parent Stock for cash, securities or other property, (vii) transfer the Stockholder’s Shares in a private transaction not over any securities exchange, provided that the transferee or transferees thereof agree to be bound in writing by the restrictions set forth herein, and provided Stockholder delivers to Parent a written notice at least ten (10) days prior to such transfer in accordance with Section 3.4, stating Stockholder’s intention to transfer Stockholder’s Shares, the name, address and phone number of each proposed transferee thereof, the aggregate number of Stockholder’s Shares proposed to be transferred to each proposed transferee thereof and the cash price or, in reasonable detail, other consideration for which Stockholder proposes to transfer the Stockholder’s Shares or (viii) engage in a Disposition of Stockholder’s Shares; provided that at the time of Disposition, the maximum aggregate number of Parent Shares that Stockholder shall be entitled to sell or otherwise dispose of (inclusive of all Dispositions that have occurred prior to such Disposition) shall be equal to the product of (A) two percent (2%) of the ...
Sample 1
Exceptions to Lock-Up. Notwithstanding the restrictions contained in Section 1.1 above, Stockholder may (i) transfer the Stockholder Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) transfer the Stockholder Shares to Parent in connection with any repurchase of such Stockholder Shares by Parent and (iii) transfer the Stockholder Shares in connection with a liquidation, merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all Parent stockholders having the right to exchange their shares of Parent Stock for cash, securities or other property. Except as contemplated by clause (i) through (iii) above, from the Effective Time until the Termination Date, Stockholder will have, good and marketable title to the Stockholder Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with Parent’s transfer agent and registrar against the transfer of the Stockholder Shares except in compliance with the foregoing restrictions.
Sample 1
Exceptions to Lock-Up. Notwithstanding the provisions of paragraph 1, REIT agrees that Designee shall have the right prior to September 22, 1998, to Transfer all or any portion of the REIT Shares in a transaction that is exempt from registration, and not registered, under the Securities Act of 1933, as amended (the "Securities Act"), to each person who executes a lock-up agreement and is bound by the terms thereof, such lock-up agreement to be in the form of this Agreement except that paragraph 3 shall be excluded and appropriate revisions shall be made to the recitals.
Sample 1
AutoNDA by SimpleDocs
Exceptions to Lock-Up. The restrictions set forth in this Section 12 shall not apply to transfers or dispositions (i) to Newco 3 or one of its subsidiaries; provided that such transferee shall agree to be bound in writing by the terms of this Agreement (in form and substance reasonably satisfactory to Parent) prior to such transfer or disposition; or (ii) made in connection with any tender offer, exchange offer, merger, consolidation or other similar transaction approved or recommended by the Parent Board (as constituted following the Effective Time) or a committee thereof.
Sample 1

Related to Exceptions to Lock-Up

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • Exceptions to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.

  • CONDITIONS TO PURCHASE The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, these presents and the estate hereby granted shall cease, terminate and be void.

  • CONDITIONS TO LOANS The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • Conditions to Obligations to Close A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing; (1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; (2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding Xxxxxx Xxxx.

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!