Leak-Out Agreements. The Company has caused certain shareholders identified in Schedule 3 hereto (each, a “Leak-Out Party”) to deliver to the Representative an executed Leak-Out Agreement, in the form attached hereto as Exhibit E (each, a “Leak-Out Agreement” and collectively, the “Leak-Out Agreements”), prior to the execution of this Agreement. The Company will direct the Depositary to put stop-transfer instructions on the ADSs, Ordinary Shares or other securities of the Company subject to the Leak-Out Agreements and direct the transfer agent to not remove the stop-transfer instructions for any reason other than an opinion on such removal of stop-transfer instructions from Xxxxxx Xxxxxxx Xxxxxxx & Li LLC (or such other U.S. law firm as is serving as U.S. securities counsel to the Company), a copy of which opinion shall be concurrently delivered to the Representative and Xxxxxxxx & Worcester LLP prior to the removal of such stop-transfer instructions on the ADSs, Ordinary Shares or other securities of the Company subject to the Leak-Out Agreements. If any party to a Leak-Out Agreement breaches any provision of the Leak-Out Agreement, the Company shall use best efforts to seek specific performance of the terms of such Leak-Out Agreement.
Leak-Out Agreements. The Company Shareholders as listed on Exhibit C shall have executed, and the Company shall have delivered to Parent, a copy of the form Leak-Out Agreement as attached hereto as Exhibit C (the “Leak-Out Agreements”). For the avoidance of doubt, the Parties acknowledge and agree that the Company shall utilize its commercially reasonable efforts to cause the Company Shareholders as listed on Exhibit C to execute and deliver the Leak-Out Agreement as referenced in this Section 8.02(p), but the failure to so deliver the Leak-Out Agreements from the Company Shareholders as listed on Exhibit C due to one or more of such Company Shareholder’s refusal to sign the Leak-Out Agreement shall not be a breach of the Company’s covenants and agreements herein provided that the Company has so utilized its commercially reasonable efforts to obtain the executed Leak-Out Agreements as set forth herein, provided that, notwithstanding the foregoing, in the event Company is unable to secure executed Leak-Out Agreements sufficient to encumber fifty percent (50%) of the outstanding and issued Company Shares prior to the Effective Time, Parent and Merger Sub shall have the right to terminate this Agreement in accordance with Section 10.01(b).
Leak-Out Agreements. On the Closing Date, the Seller shall cause DIP SVP1, LP and Xxxxxxx Xxxxxxxx, Seller’s designees, a Leak Out Agreements, with Buyer in the forms attached as Exhibit C-1 and Exhibit C-2, respectively, to this Amendment. Further, the Leak Out Agreement, dated the Closing Date, between Buyer and Seller is hereby terminated and of no further force and effect. ]
Leak-Out Agreements. The Leak-out Agreements shall have been duly executed and delivered by the parties thereto and shall represent the valid and binding obligations of such parties in accordance with their terms.
Leak-Out Agreements. The persons listed on Schedule 9.3(h) shall have entered into a Leak-out Agreement.
Leak-Out Agreements. The Company will enforce the terms of the Leak-Out Agreements and not agree to any amendment to, or modification of, the Leak-Out Agreements.
Leak-Out Agreements. Each Purchaser has entered into Leak-Up Agreements.
Leak-Out Agreements. Each MBYI Principal Stockholder, as listed on Schedule 5.8 hereof, shall have executed a "Leak-Out" agreement, in the form set forth in Exhibit 5.8 hereto, or in such other form reasonably acceptable to the parties limiting the sale of the MBYI Common Stock held by each such MBYI Principal Stockholder for a period of eighteen (18) months following the Closing. The number of shares held by each of such MBYI Principal Stockholders is set forth on Schedule 5.8 opposite such MBYI Principal Stockholder's name.
Leak-Out Agreements. Each of Company Members shall have delivered Leak-Out Agreements in the form attached hereto as Exhibit D with respect to the shares of Parent Common Stock set forth in Sections 2.06(a) and 2.06(b), hereof.
Leak-Out Agreements. Each of the Persons listed on Annex A shall have executed “leak-out” agreements substantially in the form attached hereto as Exhibit E, which will provide that, for a period of six (6) months following the Closing, such Persons will not sell any shares of Telkonet Common Stock or Preferred Stock owned by such Person in excess of the volume limitations imposed by Rule 144 promulgated under the Securities Act.
