Initial Lock-Up Period Sample Clauses

Initial Lock-Up Period. Stockholder shall not during the period commencing upon the Effective Time and ending on the first anniversary of the filing of the Post-Merger 8-K with the SEC or such earlier period as may be determined by Public Company Board pursuant to Section 4 below (the “Initial Lock-Up Period”), Transfer any shares of Public Company Common Stock received in exchange for his Merger Partner Shares pursuant to the Merger. During each of the three years following the Initial Lock-Up Period, Stockholder shall not Transfer more than one-third of the aggregate number of shares of Public Company Common Stock received in exchange for his Merger Partner Shares.
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Initial Lock-Up Period. From the Effective Date and until 180 days after the effectiveness of the Purchase Agreement (the "Initial Lock-Up Period"), each of the Shareholder and Ratel will not, without the prior written consent of the Company, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any of the Subject Shares or TCG Shares or any securities convertible into or exchangeable or exercisable for the Subject Shares or TCG Shares, whether now owned or hereafter acquired by the Shareholder or Ratel or with respect to which the Shareholder or Ratel has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Subject Shares or TCG Shares, whether any such swap transaction is to be settled by delivery of the Subject Shares, TCG Shares or other securities, in cash or otherwise (all such transactions referred to in (i) and (ii) above are hereinafter referred to as "Transfers").
Sample 1Sample 2
Initial Lock-Up Period. Each Initial Holder agrees that, during the period beginning on the date of this Agreement and ending on the 90th day thereafter (the “Lock-Up Period”), such Initial Holder will not offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of the shares of Common Stock issued to such Initial Holder pursuant to the Purchase Agreement; provided, however, that the transfer of Common Stock by an Initial Holder is permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 2.5 as if they were the original holders of such Common Stock and (B) promptly transfer such Common Stock back to the applicable Initial Holder if they cease to be a Permitted Transferee for any reason prior to the expiration of the Lock-Up Period, (ii) to other Initial Holders and their Affiliates, (iii) pursuant to a court order or settlement agreement, and (iv) pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Change in Control of the Company (provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Common Stock subject to this Agreement shall remain subject to this Agreement); provided, that nothing herein shall prevent any Holder from participating in a Piggyback Underwritten Offering as further described in Section 2.6 below.
Sample 1
Initial Lock-Up Period. Each Purchaser agrees, severally and not jointly, that, during the period beginning on the Closing Date through and including the date that is the earlier of (i) two (2) years after the Closing Date or (ii) when all of the Preferred Stock has been converted into shares of Common Stock (the “Lock-Up Period”), such Purchaser will not, without the prior written consent of the holders of a majority of the outstanding shares of Preferred Stock, directly or indirectly, (A) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Preferred Stock (including, without limitation, shares of Common Stock issued upon conversion of shares of Preferred Stock) deemed to be beneficially owned by such Purchaser in accordance with the rules and regulations promulgated under the Securities Act (such shares, the “Beneficially Owned Shares”), (B) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares, or (C) engage in any short selling of the Beneficially Owned Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if a Purchaser is a natural person, any transfers made by such Purchaser (x) as a bona fide gift to any member of the immediate family (as defined below) of such Purchaser or to a trust the beneficiaries of which are exclusively such Purchaser or members of such Purchaser’s immediate family, (y) by will or intestate succession upon the death of the undersigned or (z) as a bona fide gift to a charity or educational institution, (2) if a Purchaser is a corporation, partnership, limited liability company or other business entity, any distributions or transfers to any subsidiary, stockholder, partner or member of, or owner of a similar equity interest in or Affiliates of, or any investment fund or other entity that controls or manages, such Purchaser, as the case may be, if, in any such case, such transfer is not for value, (3) if a Purchaser is a corporation, partnership, limited liability company or other business entity, any transfer made by such Purchaser (x) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the such Purchaser’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of such Purchaser’s assets, in any such case not under...
Sample 1
Initial Lock-Up Period. No Holder may exercise its rights to request a registration of Registrable Securities pursuant to a Demand Notice under this Section 2.1 (such exercise being a "Demand Request") prior to the expiration or termination of the term of the ProTrader Registration Rights Agreement. In addition, no Group R Holder or Group M1 Holder may exercise its rights to request a registration of Registrable Securities pursuant to a Demand Request at any time following the expiration or termination of the term of the ProTrader Registration Rights Agreement but prior to the first anniversary of the Effective Time without the prior written consent of both (x) Instinet and (y) the Holders holding a majority of the Registrable Securities held by (A) the Group M1 Holders, in the case of a Demand Request by the Group R Holders, or (B) the Group R Holders, in the case of a Demand Request by the Group M1 Holders. No Group F Holder may make a Demand Request for any period of time specified in the applicable Group F Holders' Terms Schedule (unless a waiver is received from Instinet and such other Persons as may be specified in the applicable Group F Holders' Terms Schedule); provided, however, that in no event may any Group F Holder make a Demand Request (x) prior to the termination or expiration of the ProTrader Registration Rights Agreement and (y) at any other time prior to the first anniversary of the Effective Time without the prior written consent of the Holders holding a majority of the Registrable Securities held by the Group M1 Holders and the Holders holding a majority of the Registrable Securities held by the Group R Holders (in addition to the consent or waiver of any other Persons required pursuant to the foregoing).
Sample 1

Related to Initial Lock-Up Period

  • Lock-Up Period Participant hereby agrees that Participant shall not 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Release of D&O Lock-up Period If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.

  • week period If an employee fails to return at the end of the family care or medical leave, the CSU may require repayment of insurance premiums paid during the unpaid portion of the leave. The CSU shall not require repayment of premiums if the employee's failure to return is due to his/her serious health condition or due to circumstances beyond the employee's control.

  • Initial Closing Date (a) A meeting has taken place on the Initial Closing Date at the offices of Xxxxx & Xxxxx LLP, 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

  • Initial Period The Initial Period will begin on the date set forth above (date of signed Agreement) and will terminate on the earlier of (i) the Commercial Operation Date or (ii) the date the Agreement is terminated pursuant to the provisions of Section 4(b) or 4(d).

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • Services Included in Annual Fee Per Fund Daily Performance Reporting § Advisor Information Source Web Portal § USBFS Legal Administration (e.g., registration statement update)

  • Break Period All employees working in full time (7 or 7.5 hour) positions shall be permitted a fifteen (15) minute rest period both in the first half and the second half of a shift.

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