LOCK-UP AND VOTING OF FIBERCHEM COMMON SHARES Sample Clauses

LOCK-UP AND VOTING OF FIBERCHEM COMMON SHARES. (i) On or before Closing, each of Xxxxx Xxxxxxx and/or Estero Capital Corp., Xxxxx Xxxxxxxxx and/or Pandel Instruments, Inc., Xxx Xxxxxxx, Xxxxxx Xxxxxx, Primary Equities Capital Corp., Xxxxx X'Xxxx, Pentland Resources Limited, Boo Xxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx Xxxx and Xxxxx X. Xxxxxxxxx shall have entered into a Lock-Up Agreement (the "LOCK-UP AGREEMENT"), the form of which is attached hereto as EXHIBIT 2.4, and which shall provide as follows: the number of shares being sold, together with all other sales of FiberChem Common Shares for the account of the seller within the three preceding months, shall not exceed the greater of (1) one percent of the shares of FiberChem Common Shares outstanding as shown by FiberChem's most recently published report or statement, (2) the average weekly reported volume of trading in FiberChem Common Stock on all national securities exchanges or reported through the automated quotation system of a registered securities association during the four weeks preceding the filing of any required notice of sale pursuant to Rule 144 or, if no such notice is required, 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, or (3) the average weekly volume of trading in FiberChem Common Shares reported through the consolidated transaction reporting system contemplated by Rule 11Aa3-1 under the Securities Exchange Act of 1934 during the four week period specified in the preceding clause (2). In addition, unless a registration statement is in effect as to the sale, the seller shall file all notices of sale and shall comply with all other requirements of Rule 144 under the Securities Act in effecting any sale. After the expiration of 12 months from the Effective Time, the restrictions of the Lock-Up Agreement shall terminate.
Sample 1
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Related to LOCK-UP AND VOTING OF FIBERCHEM COMMON SHARES

  • Transfer and Voting of Shares 2.1 Transferee of Shares to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Time, Stockholder shall not direct, cause or permit any Transfer of any of the Shares to be effected unless the proposed transferee(s) agrees to be bound to the terms hereof and executes and delivers to Acquiror a voting agreement and proxy in the exact form of this Agreement prior to the Transfer. The Company agrees that, during the period from the date of this Agreement through the Expiration Time, it will not recognize as valid or otherwise any Transfer or purported Transfer effected in violation of this Agreement.

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • VOTING OF FUND SHARES 7.1 Fund shall provide Insurance Company with copies at no cost to Insurance Company, of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity as Insurance Company shall reasonably require for distributing to Contractholders or Participants. Insurance Company shall:

  • Listing of Shares The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the ADSs, and Ordinary Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and/or ADSs on such Trading Markets and promptly secure the listing of all of the ADSs and Shares on such Trading Markets. The Company further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on any other Trading Market, it will then include in such application all of the ADSs, Shares, and will take such other action as is necessary to cause all of the ADSs, Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its ADSs and Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the ADSs for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • No Rights as Stockholder; No Voting Rights The Employee shall have no rights as a stockholder of the Company with respect to any shares covered by the Options until the exercise of the Options and delivery of the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the shares. Any shares delivered in respect of the Options shall be subject to any Subscription Agreement, which the Company may require the Employee to accept and agree to as a condition of the issuance and delivery of those shares.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Vesting of Shares The shares acquired hereunder shall vest in accordance with the provisions of this Paragraph 7 and applicable provisions of the Plan, as follows:

  • OFFERING OF SHARES (a) NLD shall have the right to buy from the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with NLD by investors or selected dealers or selected agents (each as defined in Section 12 hereof) acting as agent for their customers’ or on their own behalf. Alternatively, NLD may act as the Funds’ agent, to offer, and to solicit offers to subscribe to, Shares of the Funds.

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