Common use of Gentlemen Clause in Contracts

Gentlemen. As part of the sale of the shares of Common Stock of Charm Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 3 contracts

Samples: Lock Up Agreement (Charm Capital Corp), Lock Up Agreement (Charm Capital Corp), Lock Up Agreement (Charm Capital Corp)

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Gentlemen. As part of the sale of the shares of Common Stock of Charm Irving Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 3 contracts

Samples: Lock Up Agreement (Irving Capital Corp), Lock Up Agreement (Irving Capital Corp), Lock Up Agreement (Irving Capital Corp)

Gentlemen. As part of the sale of the shares of Common Stock of Charm Pepper Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 3 contracts

Samples: Lock Up Agreement (Pepper Capital Corp), Lock Up Agreement (Pepper Capital Corp), Lock Up Agreement (Pepper Capital Corp)

Gentlemen. As part of the sale of the shares of Common Stock of Charm Irving Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 3 contracts

Samples: Lock Up Agreement (Irving Capital Corp), Lock Up Agreement (Irving Capital Corp), Lock Up Agreement (Irving Capital Corp)

Gentlemen. As part of the sale of the shares of Common Stock of Charm Model Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 3 contracts

Samples: Lock Up Agreement (Model Capital Corp), Lock Up Agreement (Model Capital Corp), Lock Up Agreement (Model Capital Corp)

Gentlemen. As part of the sale of the shares of Common Stock of Charm Model Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 3 contracts

Samples: Lock Up Agreement (Model Capital Corp), Lock Up Agreement (Model Capital Corp), Lock Up Agreement (Model Capital Corp)

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Gentlemen. As part of the sale of the shares of Common Stock of Charm Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 3 contracts

Samples: Lock Up Agreement (Charm Capital Corp), Lock Up Agreement (Charm Capital Corp), Lock Up Agreement (Charm Capital Corp)

Gentlemen. As part of the sale of the shares of Common Stock of Charm Parc Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 2 contracts

Samples: Lock Up Agreement (Parc Capital Corp), Lock Up Agreement (Parc Capital Corp)

Gentlemen. As part of the sale of the shares of Common Stock of Charm Parc Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a shell blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Appears in 2 contracts

Samples: Lock Up Agreement (Parc Capital Corp), Lock Up Agreement (Parc Capital Corp)

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