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. 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. 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). x 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 EDGARization services costs or any services other than set out above. · PROMOTE SERVICE: StartEngine Primary will design with the Company’s approval the digital ads and manage the digital advertising platform accounts for Company for no additional fee. · The Issuer is expressly forbidden from bidding on any StartEngine branded keywords, misspellings, and similar terms in advertising campaigns on the Google, Bing, and Facebook platforms. Some of these keywords include but are not limited to: ○ StartEngine ○ Start Engine ○ StartEngine Crowdfunding ○ StartEngine Stock ○ Invest in StartEngine ○ StartEngine Shares The Offering is subject to termination if the Company violates these targeting and bidding requirements.
Lock-up Covenant. Subject to and in accordance with the terms hereof, the Standby Purchaser and ITP agree as follows:
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) 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. (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.
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)
Lock-up Covenant. Grantee hereby agrees that, without the prior written consent of the Company, he or she will not, during the period commencing on the Grant Date and ending 180 days thereafter, transfer or dispose of, directly or indirectly, any shares of the Company’s common stock (“Common Stock”) beneficially owned by Grantee or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (including shares of Class B common stock, par value $0.01 per share, of the Company), whether now owned or hereafter acquired by Grantee; provided, however, that the foregoing restriction shall not apply to transfers to the Company or its subsidiaries pursuant to (i) the exercise on a net-issuance basis by Grantee of any award granted pursuant to the Company’s employee benefit plans or (ii) share withholding to cover applicable taxes in connection with the vesting or settlement of any award granted pursuant to the Company’s employee benefit plans.
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
