Lock-Up; Leak-Out. The parties shall have executed and delivered each to the other a Lock-Up Agreement in the form annexed hereto as Exhibit A.
Lock-Up; Leak-Out. Except as provided herein, the terms of the Lock-Up/Leak-Out Agreement among the Company, Executive, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx as Trustee of the Raphael and Xxxxxx Xxxxxxx Family Trust dated May ___, 2005 (the “LU/LO Agreement”) is incorporated herein by reference. The “Leak-Out Period” as defined in the LU/LO Agreement shall be extended so that it shall commence on June 1, 2006 and extend through the greater of (i) the Term of Executive’s employment under this Agreement and any consulting or other retention period after the Termination Date during which Executive continues to provide services to the Company, or (ii) seven (7) years from the date of execution of this Agreement (the “First Leak-Out Period”). A further extension of the Leak-Out Period shall commence immediately on the day after the last day of the First Leak-Out Period and shall be extended through the seventh anniversary of the day after the last day of the First Leak-Out Period (the “Second Leak-Out Period”). During the First Leak-Out Period and the Second Leak-Out Period, Executive shall be limited to the sale or disposition of an aggregate total of 50,000 shares of Company common stock in any consecutive three (3) month period.
Lock-Up; Leak-Out. ICNB shall have executed and delivered to CANB a lock-up/leak-out agreement in the form annexed hereto as Exhibit D.
Lock-Up; Leak-Out. New York Farms Group, Inc., the holder of the shares of ICNB and holder of forty-nine percent (49%) of the issued and outstanding equity interests of GGFI, shall have executed and delivered to ICNB a lock-up/leak-out agreement in the form annexed hereto as Exhibit E.
Lock-Up; Leak-Out. At the time of Closing, all affiliates of SplashPM including officers, directors and beneficial owners of more than 10% of SplashPM shares, but excluding all holders of restricted shares of common stock of Parent immediately prior to the Closing shall enter or shall have entered into Lock-up/Leak out agreements, substantially in the form attached hereto as Exhibit D and as set forth on Schedule 8.12, by which they agree [a] not to sell any shares for six months (the “L/U Term”), [b] may release from lock-up up to 25% of their shares three months after the L/U Term and [c] release from lock-up all remaining of their shares six months after the L/U Term. In the alternative all shares that are subject to Lock- up/Leak out agreements may be released from the Leak out provisions of the agreements any time following the L/U Term (“Early L/U Release”) when both (1) volume of Parent shares traded are at least 50,000 shares per day (the “Volume Condition”) and (2) the closing price per share determined on a volume weighted average price basis equals not less than 300% of deemed value per share (the “Price Condition”) for 20 consecutive trading days (the “Trading Term Period”) have been met. For purposes hereof “deemed value per share” shall equal the aggregate Parent enterprise value post Merger Transaction, divided by the total number of shares outstanding. By way of illustrating an Early L/U Release where both the Volume Condition and the Price Condition are met, if a share of Parent has a deemed value of $1 upon completion of the Merger Transaction then the closing price per share, before giving effect to the Reverse Stock Split, must be at least $3 on a volume weighted average price basis and trading volume must be at least 50,000 shares over 20 consecutive trading days. If either of Volume Condition or the Price Condition is not met over the Trading Term Period then Early L/U Release shall not be available. Notwithstanding the foregoing those shareholders who are not officers of SplashPM or Company and who have invested $500,000 or more in the Company at least six months prior to the Closing shall not be required to enter into Lock-up/Leak out agreements.
Lock-Up; Leak-Out. The provisions set forth in Section 7.11 (Lock Up/Leak Out) of the Equity Purchase Agreement are hereby incorporated by reference as such provisions relate to Seller.
Lock-Up; Leak-Out. Except as permitted in connection with Seller’s Put Option (defined below), or with the written consent of Buyer, Seller shall be prohibited from selling, hypothecating or otherwise dividing or assigning the Sundance Shares for a period of 12 months from the date of issuance and such restrictions shall be set forth on the stock certificates evidencing the Sundance Shares.
Lock-Up; Leak-Out. In consideration for JC’s agreement he agrees to a six (6) month lock up of his 4,495,680 shares, and subsequent limited “leak-out” selling of no more than the lower of: 1% of the issued and outstanding shares in any 90 day period; or 100,000 shares in any 30 day period, the Company shall issue, 50,000 shares of Common Stock (the “LL Transfer Shares”);
Lock-Up; Leak-Out. For a period commencing on the date hereof and ending on 22.03.2023 or any other date according to any us, Canadian of Israeli law and restriction, (according to the latter) Cxxxxx agrees that he shall not, directly, or indirectly, without the prior written consent of the Company, agree or offer to sell, sell short, grant an option to buy, dispose or otherwise transfer any BYND Shares. Notwithstanding the above, following the effectiveness of the Registration Statement (“Effectiveness”) and subject to compliance with applicable securities laws, Carmel will be entitled to sell the BYND Shares.
Lock-Up; Leak-Out. Simultaneously with the execution of this First Amendment, Consultant shall sign the Amendment to an existing Lock-up/Leak-Out Agreement.
