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, Xxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx as Trustee of the Raphael and Xxxxxx Xxxxxxx Family Trust dated July 31, 1999 (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 Employee’s employment under this Agreement and any consulting or other retention period after the Termination Date during which Employee 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, Employee 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. 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. The Investor agrees to be bound by the Lock-Up / Leak-Out Agreement, of any in the form required by the Company’s underwriters in connection with any initial public offering or any other form of going public transaction.
Lock-Up; Leak-Out. The Investor agrees to be bound by the Lock-Up / Leak-Out Agreement, of any in the form, attached as Appendix F.
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. Simultaneously with the execution of this First Amendment, Consultant shall sign the Amendment to an existing Lock-up/Leak-Out Agreement.
Lock-Up; Leak-Out. During the period commencing on the Closing Date and ending on December 31, 2018, each Seller shall not sell any of such Seller's TMG Shares. Commencing on January 1, 2019, each Seller may sell one-thirtieth (1/30) of such Seller's vested TMG Shares (i.e., TMG Shares held by Seller which were delivered thereto at Closing or subsequently released from escrow in accordance with the respective terms of this Agreement and the Escrow Agreement) in each calendar month, and commencing on July 1, 2021, each Seller may sell up to all of such Seller's vested TMG Shares (i.e., TMG Shares held by Seller which were delivered thereto at Closing or subsequently released from escrow in accordance with the respective terms of this Agreement and the Escrow Agreement); provided that each such sale is permitted under Rule 144 promulgated under the Securities Act. For the avoidance of doubt, with respect to each Seller, each sale of TMG Shares by such Seller shall be in compliance with the terms and conditions of Rule 144 promulgated under the Securities Act, unless previously registered with the U.S. Securities and Exchange Commission under a then-effective registration statement. Any sale of any TMG Share(s) in violation of this Section 7.11 by any Seller shall constitute a breach of this Agreement and all proceeds from the sale of all TMG Shares by Sellers in breach of this Section 7.11 shall be paid to Buyer. TMG shall use its commercially reasonable efforts so that the Sellers may avail themselves of Rule 144 promulgated under the Securities Act as soon as practicable following December 15, 2018. Buyer reserves the right to waive the lock-up limitations and/or resale limitations set forth in this Section 7.11, in whole or in part.
