Exceptions to Lock-Up Sample Clauses

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:
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Exceptions to Lock-Up. The restrictions described above in Section 3.1 do not apply to:
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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.
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Exceptions to Lock-Up. The provisions of Section 3 shall not apply to:
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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:
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Exceptions to Lock-Up. Notwithstanding the provisions of Section 2(a), each Holder may at any time, subject to applicable securities laws (and Parent acknowledges and agrees that Parent shall provide reasonable cooperation to each Holder to ensure that any such Transfer desired to be made by such Holder is made as promptly as practicable in accordance with applicable securities laws), Transfer the Parent Shares held by such Holder to any of the following (collectively, “Permitted Transferees”) (i) a spouse, a lineal ancestor or descendant, or adopted child, of such Holder; (ii) a trust for the primary benefit of such Holder or the foregoing individuals described in (i); (iii) charity; or (iv) to any Affiliate of such Holder; provided that the Permitted Transferee shall have first delivered to Parent the written agreement of such Permitted Transferee to become a party to (and hold its Parent Shares subject to) this Agreement to the same extent as if such Permitted Transferee was a Holder (and provided further that the restrictions above and the put rights and rights to receive Additional Parent Shares below shall apply on a proportional basis to any Permitted Transferee based on relative ownership of the Parent Shares held by a Permitted Transferee in the event there is more than one Permitted Transferee). In addition, the restrictions on Transfer set forth in Section 2(a) (the “Lock-Up Provisions”) shall not apply to any Additional Parent Shares issued pursuant to Section 4. In addition, the Lock-Up Provisions shall not apply to any Transfers to the Parent, any Transfers between Holders (provided, however, that any Parent Shares Transferred by a Holder to another Holder shall remain subject to the Lock-Up Provisions, as applicable, in accordance with the terms of such Lock-Up Provisions) and any Transfers pursuant to a tender offer or in connection with a Change of Control of Parent.
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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.
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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.
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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.
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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 Restrictions The provisions of Section 3.1 shall not apply to any of the following transfers:

  • 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 obligations of the Purchaser to purchase any Mortgage Loans on any Closing Date are subject to the satisfaction, as applicable, prior to or on the Initial Closing Date and on such Closing Date (or on such other date as expressly provided for herein) of the following conditions, any of which may be waived in writing by Purchaser:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • Conditions to Purchases No Purchase Commitment or Purchase shall be entered into unless each of the following conditions is satisfied (or waived as provided below) as of the date (such Portfolio Investment’s “Trade Date”) on which such Purchase Commitment is entered into (and such Portfolio Investment shall not be Purchased, and the related Financing shall not be required to be made available to the Company by the applicable Financing Providers, unless each of the following conditions is satisfied or waived as of such Trade Date):

  • 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 the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

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