Lock-Up of Consideration Shares Sample Clauses

Lock-Up of Consideration Shares. (a) Each Securityholder hereby agrees that it will not, without the prior written consent of Parent, during the period commencing on the Closing Date and ending (x) ninety (90) days after the Closing Date with respect to 50% of its Consideration Shares (as defined below) and (y) one hundred eighty (180) days after the Closing Date with respect to the remaining 50% of its Consideration Shares (the “Lock-Up Period”): (i) lend, offer, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Parent Ordinary Shares received as part of the Share Consideration pursuant to the Merger Agreement (the “Consideration Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Consideration Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Consideration Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”); provided however, that the Lock-Up Period shall immediately expire if the closing price related to the Consideration Shares of the regular trading session on the primary market exceeds $18/share for a period of five (5) consecutive trading days. (b) Notwithstanding anything to the contrary in this Agreement, nothing herein shall prevent any Securityholder from pledging or hypothecating its Consideration Shares to a lender of such Securityholder or transferring its Consideration Shares to any of its Affiliates in a bona fide transaction; provided such Affiliate agrees in writing to be bound by the provisions of this Section 3 as if it was a party to this Agreement. (c) If any Prohibited Transfer is made or attempted in breach of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Parent shall refuse to recognize any such purported transferee of the Consideration Shares as one of its equity holders for any purpose. In order to enforce the terms of this Section 3, Parent may impose stop-transfer instructions with respect to transfers of Consideration Shares (and permitted transferees and assigns thereof) not in compliance with the restrictions of ...
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Lock-Up of Consideration Shares. (i) The resale of Consideration Shares shall be pursuant to the terms of the Lock-Up Agreements, in the form of Exhibit 2(a) attached hereto (the “Lock-Up”) in compliance with the terms and conditions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and according to the following terms and conditions: Provided that all executive officers and directors of Sysorex have agreed to the same restriction, as a condition to receipt of the Consideration Shares, Shoom Stockholders holding at least a majority of the underlying shares of Shoom will be required to agree that all of the Consideration Shares received by such Shoom Stockholders shall not be eligible for sale until six months (the “Lock-up Period”) after the effective date of the Registration Statement on Form S-1, for an underwritten public offering (the “Secondary”). Sysorex will prepare and file the Registration Statement at its expense, to register for resale all Consideration Shares held by the Shoom Stockholders (the “Registration Statement”), as promptly as practicable following the effective date of the Secondary Registration Statement. Sysorex shall use commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable after filing and to keep such Registration Statement effective for at least eighteen (18) months after the Effective Date of the Secondary Registration Statement. After the Lock-up Period, there shall be no restrictions or limitations imposed by Sysorex on the selling of shares by the Shoom Stockholders, or their assigns. Sysorex may elect to waive this restriction from time to time based upon the then current market conditions and the desires of the Shoom Stockholders; provided, however, that Sysorex may not waive this restriction for any other holder of Sysorex Shares unless Sysorex also waives this restriction with regard to the Shoom Stockholders, on a pro-rata basis with such other holders of Sysorex Shares. (ii) Sysorex may permit and assist Shoom Stockholders in making sales of shares during the Lock-Up Period if they so desire, if and when opportunities are available as set forth in the Lock-Up Agreement. (iii) The limitations set forth in the Lock-Up shall apply to the Shoom Stockholders individually, and not as a group. Any sales of Consideration Shares in violation of the Lock-Up by any Shoom Stockholder shall constitute an event of default under the Lock-Up only as to such individual Shoom St...
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Lock-Up of Consideration Shares. The Holder hereby agrees, without Parent’s prior written consent and other than as expressly contemplated by the Merger Agreement, that Holder shall not, during each of the first and second consecutive twelve month periods, beginning on the Closing Date and ending on the second anniversary of the Closing Date (each such twelve month period, a “Lock-Up Period”), sell or otherwise transfer, make any short sale of, grant any option for the purchase of, encumber, or enter into any hedging or similar transaction with the same economic effect as a sale of Common Stock, such that the aggregate number of shares of Common Stock sold by the Holder during such Lock-Up Period would be equal to or greater than one-half (1/2) of the Consideration Shares (as adjusted for any stock split, reverse stock split, stock dividend, reclassification or similar event with respect to the Common Stock after the date hereof); provided, however, that the forgoing restrictions shall not apply in the case of transfers by the Holder by gift to a charitable trust or charitable organization, solely for estate planning purposes, and, for the avoidance of doubt, not by transfer for value, and of which the Holder has provided to Parent prior to written notice, by will or the laws of descent and distribution, or by transfers to a charitable remainder trust established by the Holder, provided that any shares of Common Stock transferred thereto shall remain subject to this Section 4 for the duration of the Lock-Up
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Lock-Up of Consideration Shares. Notwithstanding any other provision of this Agreement, as a condition to the issuance of any part of the Aggregate Consideration to a Selling Shareholder, each of the Selling Shareholders shall be required to execute and deliver a lock-up agreement, substantially in the form attached hereto as Exhibit F (a “Lock-Up Agreement”), in respect of the Equity Consideration issued to each of them under this Agreement. The lock-up period in the Lock-Up Agreement for: (i) all Selling Shareholders, excluding the Founders, shall be for a period of six (6) months from the Closing; and (ii) the Founders (including Mr. David) – twelve (12) months from the Closing. Without derogating from the provisions of Mr. David's Lock-Up Agreement, Mr. David's Consideration Shares, excluding Mr. David's equity portion of his Indemnity Pro Rata Share, shall be heldback by the Parent (“Holdback Shares”), and the sale or transfer thereof shall be restricted for a period of up to thirty six (36) months, in accordance with and subject to the terms of, the Holdback Agreement, the terms of which shall be substantially in the form attached hereto as Exhibit J (the “Holdback Agreement”).
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Lock-Up of Consideration Shares. ‌ Release Date Percentage of Consideration Shares to be released on each Release Date
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Lock-Up of Consideration Shares. Notwithstanding any other provision of this Agreement, as a condition to the issuance of any part of the Aggregate Consideration to a Selling Shareholder, each of the Selling Shareholders shall be required to execute and deliver a lock-up agreement substantially in the form attached hereto as Exhibit F (a “Lock-Up Agreement”) in respect of such Consideration Shares that are issued to them as part of the Shareholders Consideration.
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Related to Lock-Up of Consideration Shares

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Stock Consideration 3 subsidiary...................................................................53

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Additional Shares The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional [●]3 Ordinary Shares (the “Additional Shares”), in each case solely for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Additional Shares.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

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