Lock-up Covenant. Notwithstanding the foregoing provision, StartEngine hereby agrees that the securities issued pursuant to the non-cash commission shall not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of qualification or commencement of sales of the public offering pursuant to which the securities were issued, except as provided in FINRA Rule 5110(e)(2). Check this box for selecting the split fee option (see below) ● If the “split fee” option is selected then the following provision shall apply: In each case StartEngine Capital may charge investors a fee of 3.5%, in which case the commission set forth above shall be reduced commensurately. In the event an investor invests in excess of $20,000, such investor fee shall be limited to $700 and Company shall pay the 3.5% additional commission with respect to any amount in excess of $20,000, in accordance with the commission schedule set forth above. The fee shall be paid in cash upon disbursement of funds from escrow at the time of each closing. Payment will be made to StartEngine directly from the escrow account maintained for the Offering. The Company acknowledges that StartEngine is responsible for providing instructions to the escrow agent for distribution of funds held pending completion or termination of the Offering. The fee does not include the escrow fees, transaction fees, AML review and cash management fee to be negotiated directly with third party or EDGARization services or any services other than set out above.
Lock-up Covenant. Subject to and in accordance with the terms hereof, the Standby Purchaser and ITP agree as follows:
(a) subject to section 6.3(b) hereof, for a period beginning on the date hereof and ending on, and including, the date which is two Business Days following the Expiry Date, neither the Standby Purchaser nor the Managed Accounts will, without the prior written consent of ITP, (i) sell or purchase, offer to sell or purchase, contract or agree to sell or purchase, hypothecate, pledge, grant any option to sell or purchase or otherwise dispose of or acquire or agree to dispose of or acquire, directly or indirectly, or file (or participate in the filing of) a prospectus with any of the Securities Commissions or a registration statement with the SEC in respect of, or establish or increase a put or call equivalent position or liquidate or decrease a put or call equivalent position within the meaning of section 16 of the 1934 Act with respect to, any Common Shares or Rights or any other securities of ITP, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to it or another Person, in whole or in part, any of the economic consequences of ownership of Common Shares or any other securities of ITP that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The Standby Purchaser hereby confirms that neither it nor any of its Managed Accounts has since June 1, 2007 taken, and hereby covenants that neither it nor any of its Managed Accounts will take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of ITP; and
(b) notwithstanding section 6.3(a), the Standby Purchaser shall at any time, upon receipt of instructions from the holder of a Managed Account, be entitled to reduce, close or liquidate the Managed Account and maintain balanced investment allocations for the Managed Account in respect of any Common Shares or Rights or any other securities of ITP or any securities ...
Lock-up Covenant. Notwithstanding any provisions to the contrary, the Shareholders hereby agree and covenant not to transfer, directly or indirectly, to any third party any of their Shares. Any transfer of Shares to a third party shall require the unanimous prior written approval by all other Shareholders.
Lock-up Covenant. (a) Key Management Lock-up. Notwithstanding anything otherwise provided in this Agreement, each of the Key Management agrees and covenants that, without the prior written consent of Tencent, (i) at any time during the first three (3) years after the Tencent Closing Date, he will not, Transfer, directly or indirectly, any Company Securities that are in excess of thirty percent (30%) of the aggregate Company Securities held or beneficially owned by him (subject to subsequent adjustment for share splits, share dividends, reverse share splits, re-capitalizations and the like) as of the Tencent Closing Date, whether in a single transaction or a series of transactions; and (ii) at any time during each one-year period for the three (3) years after the third (3rd) anniversary of the Tencent Closing Date, he will not, Transfer, directly or indirectly, any Company Securities that are in excess of one-third (1/3) of the aggregate remaining Company Securities held or beneficially owned by him (subject to subsequent adjustment for share splits, share dividends, reverse share splits, re-capitalizations and the like) as of the third (3rd) anniversary of the Tencent Closing Date, whether in a single transaction or a series of transactions; provided that with respect to any Key Management, if at any time during the four-year period after the Tencent Closing Date, (x) such Key Management has been removed as officer and employee of all Group Companies and all the employment agreements with such Key Management have been terminated by all Group Companies, or (y) such Key Management becomes a key executive of the general partner of the Music Fund (for the avoidance of doubt, once such Key Management becomes a key executive of the general partner of the Music Fund, such Key Management should have resigned and no longer been a director, officer or employee of any Group Company) (either (x) or (y), the “Shortened Lock-up Triggering Event”), then upon the resignation by such Key Management as directors of all Group Companies, the above Key Management lock-up provision shall be replaced by the following: without the prior written consent of Tencent, at any time during each one-year period for the two (2) years after the Shortened Lock-up Triggering Event, he will not, Transfer, directly or indirectly, any Company Securities that are in excess of one-half (1/2) of the aggregate Company Securities held or beneficially owned by him (subject to subsequent adjustment for share splits, sh...
Lock-up Covenant. During the period beginning on the date hereof and ending on the date 12 months after the date of the Closing (or such earlier date described below), Purchaser covenants that it will not, without the prior written consent of the Corporation, offer, sell or otherwise dispose of, directly or indirectly, any capital stock of the Corporation which Purchaser may own directly, indirectly or beneficially; provided, however, that Purchaser may transfer some or all of the Shares or the Option Shares either (A) to a corporation, partnership or other legal entity that is controlled by Purchaser, if such transferee agrees in writing to hold any Shares or Option Shares received subject to the provisions of this Agreement and to transfer such Shares or Option Shares back to Purchaser if such transferee ceases to be controlled by Purchaser or (B) pursuant to Section 11.12.
Lock-up Covenant. (a) During the Restricted Period (as defined below), XXXX shall not, unless the disinterested members of the Board of Directors of Emtec shall otherwise unanimously consent in writing, directly or indirectly, (1) effect any Transfer of (A) all or any portion of the New Warrant or XXXX’x rights under the New Warrant or (B) any shares of Common Stock (including without limitation the New Warrant Shares) currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by XXXX or (2) publicly announce any intention to do any of the foregoing; provided, however, that the restrictions set forth in this Section 3(a) shall not apply to any Transfer of shares of Common Stock pursuant to which both (x) the transferee is an independent third party and (y) the price paid by such transferee is equal to or greater than $5.00 per share in cash. Any purported Transfer in violation of this letter agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to such shares of Common Stock.
(b) For purposes of this letter agreement, “Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person.
Lock-up Covenant. 9 4.2 Release From Lock-Up........................................................................10 4.3 Commercially Reasonable Efforts.............................................................10 4.4 Basic Financial Information.................................................................11 4.5
Lock-up Covenant. During the period beginning on the Closing and ending on the date 180 days after the Closing, except as contemplated by paragraph 5.8(a), the Majority Purchasers (as defined in Section 5.9 below) covenant that they will not, without the prior written consent of S1, offer, sell or otherwise dispose of, directly or indirectly, any capital stock of S1 which Purchasers may own directly, indirectly or beneficially; provided, however, that any such Purchaser may transfer some or all of the Shares to a corporation, partnership or other legal entity controlled by such Purchaser if such transferee agrees in writing to hold any Shares received subject to the provisions of this Agreement and to transfer such Shares back to such Purchaser if such transferee ceases to be controlled by such Purchaser.
Lock-up Covenant. During the period beginning on the date hereof and ending on the date 18 months after the Closing Date (or such earlier date described below), Purchaser covenants that it will not, without the prior written consent of the Corporation, offer, sell or otherwise dispose of, directly or indirectly, any capital stock of the Corporation which Purchaser may own directly, indirectly or beneficially; provided, however, that Purchaser may transfer some or all of the Shares to a corporation, partnership or other legal entity controlled by Purchaser, if such transferee agrees in writing to hold any Shares received subject to the provisions of this Agreement and to transfer such Shares back to Purchaser if such transferee ceases to be controlled by Purchaser. The restrictions on transfer described in this Section 5.2 will terminate in the event (i) the Corporation breaches either of Sections I(A) or (B) in the MOU or any successor provisions thereto specifically identified as such in any other agreement between the Corporation and the Purchaser entered into subsequent to this Agreement, and (ii) such breach is not cured in accordance with the terms of the MOU or such subsequent agreement.
Lock-up Covenant. Except as otherwise provided in Section 4.2, Purchaser covenants that it will not, without the prior written consent of the Corporation, offer, sell, transfer, pledge, encumber or otherwise dispose of, directly or indirectly, any Shares or Underlying Common Stock received by Purchaser pursuant to this Agreement (the "Lock-up"). The foregoing Lock-up is expressly agreed to preclude Purchaser from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Shares or Underlying Common Stock prior to the applicable periods specified in Section 4.2, even if such Shares or Underlying Common Stock would be disposed of by someone other than Purchaser. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of Purchaser's Shares or Underlying Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares or Underlying Common Stock. Notwithstanding the foregoing, Purchaser may transfer some or all of the Shares or Underlying Common Stock either (A) to a corporation, partnership or other legal entity that is controlled by, controls or is under common control with, Purchaser, if such transferee agrees in writing to hold any Shares or Underlying Common Stock received subject to the provisions of this Agreement and to transfer such Shares or Underlying Common Stock back to Purchaser if such transferee ceases to be controlled by Purchaser or (B) pursuant to Section 9.12.
