LOCK-UP OF SECURITIES. (a) Shareholder agrees that from the Equity Transfer Date (the “Effective Date”) until the last day of the Lock Up Period, the Shareholder will not make or cause any sale, assignment, transfer, or encumbrance any of the Company Securities that the Shareholder owns or has the power to control the disposition of, either of record or beneficially, except in accordance with Section 5.6 of the Primary Agreement. After the completion of the Lock-Up Period, or if the Shareholder exercises its rights under Section 5.6 of the Primary Agreement, this Agreement will terminate and Shareholder will be free to transfer or dispose of the Company Securities without limitation, except that all such transfers or dispositions shall be in compliance with applicable Securities Laws as described in Section 3 below. Notwithstanding anything to the contrary in this Section 1(a), the Shareholder may assign, distribute or transfer the Company Securities to any of the Shareholder’s affiliates, any entity that is controlled by, controls or is under common control with the Shareholder and any investment fund or other entity controlled or managed by the Shareholder; provided, that in the case of any such assignment, distribution or transfer, the assignee, distributee and transferee shall execute and deliver to the Company a lock−up agreement in the form of this Agreement.
LOCK-UP OF SECURITIES. The undersigned will not, for a period commencing on the date hereof and ending six months thereafter, (1) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of, directly or indirectly, any Securities of the Company purchased under this Subscription Agreement, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of such Securities, in cash or otherwise.
LOCK-UP OF SECURITIES. (a) Wu agrees that she will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a “Disposition”) the Restricted Securities prior to September 13, 2012.
LOCK-UP OF SECURITIES. (a) Shareholder agrees that from the date of the closing of the Acquisition Agreement (the "Effective Date") until twelve (12) months after the Effective Date (the "Lock-Up Period"), the Shareholder will not make or cause any sale, assignment, transfer, encumbrance or establish a short position or other transaction with a purpose to hedge or dispose of the Company Securities the Shareholder owns or has the power to control the disposition of, either of record or beneficially. After the completion of the Lock-Up Period, the Shareholder agrees to not sell, assign, transfer, encumber, establish a short position or otherwise hedge or dispose of more than five percent (5%) of the respective Company Securities owned by Shareholder per each rolling ninety (90) day period beginning with the Shareholder's first transfer of Company Securities after the termination of the Lock-Up Period and continuing until the date that is twenty-four (24) months from the Effective Date (the "Dribble Out Period"). Upon the completion of the Dribble Out Period, this Agreement will terminate and Shareholder will be free to transfer or dispose of the Company Securities without limitation, except that all such transfers or dispositions shall be in compliance with applicable Securities Laws as described in Section 3 below. Notwithstanding anything to the contrary in this Section 1(a), the Shareholder may assign, distribute or transfer the Company Securities to any of the Shareholder’s affiliates, any entity that is controlled by, controls or is under common control with the Shareholder and any investment fund or other entity controlled or managed by the Shareholder; provided, that in the case of any such assignment, distribution or transfer, the assignee, distributee and transferee shall execute and deliver to the Company a lock-up agreement in the form of this Agreement.
LOCK-UP OF SECURITIES. (a) Shareholder agrees that from the Effective Date until twelve (12) months after such Effective Date (the "Lock-Up Period"), the Shareholder will not make or cause any sale of the Company Securities the Shareholder owns or has the power to control the disposition of, either of record or beneficially. After the completion of the Lock-Up Period, the Shareholder agrees to not sell or dispose of more than 5 percent (5%) of the aggregate Common Stock or shares reserved for issuance for Company Options and Company Warrants owned by Shareholder per quarter over the following twelve (12) month period (the “Dribble Out Period”). Upon the completion of the Dribble Out Period, the Shareholder will be free to transfer or dispose of the Securities without limitation except (x) as set forth in Section 1(c) below, and (y) that all such transfers or dispositions shall be in compliance with applicable Securities Laws as described in Section 3 below.
LOCK-UP OF SECURITIES. (a) Gawad agrees that he will not (i) exchange any of the Restricted Exchangeable Shares (an “Exchange”) prior to March 15, 2014 or (ii) offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a “Disposition”) the Restricted Securities prior to March 15, 2014; provided, however, that nothing herein shall prevent Gawad from (x) pledging the Restricted Securities as collateral to secure any loan taken by Gawad in an arms length loan transaction or (y) transferring all or any portion of the Restricted Securities to an immediate family member so long as such family member agrees, in a writing acceptable to the Company, to be bound by the terms and conditions of this Agreement.
LOCK-UP OF SECURITIES. Shareholder agrees that from the Effective Date of this Agreement until the later of: (i) one (1) year from the date when the Company’s common stock is initially traded on the OTC Bulletin Board or (ii) eighteen (18) months from the Effective Date of this Agreement (the “Lock-up Period”), the Shareholder will not make or cause any sale of any of the Registrable Shares that the Shareholder owns. However, during the Lock-up Period and thereafter, Shareholder will be free to sell any or all of the twenty-five percent (25%) of the Registrable Shares or Four Million and One Hundred Twelve Thousand Five Hundred (4,112,500) common stock shares (the “Unrestricted Stock”) owned by the Shareholder, subject only to applicable laws and regulations on sale or transfer including, but not limited to, Rule 144.
LOCK-UP OF SECURITIES. Investor agrees for a period of [***] that it will not (a) directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of the Securities, and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to the Securities (in each case within the meaning of Section 16 of the Exchange Act), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of the Securities, whether or not such transaction is to be settled by delivery of the Securities, other securities, cash or other consideration. Notwithstanding the foregoing, this Section 8 shall not restrict the sale or other disposition of Common Stock that is acquired by the Investor in the open market prior to the Closing Date, provided that any such sale or other disposition fully complies with, and is not required to be, and will not be, disclosed or reported under, applicable law (including but not limited to Section 16 under the Exchange Act).
LOCK-UP OF SECURITIES. (a) Stockholder agrees that for a period of eighteen (18) months following the date of this Agreement, Stockholder will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a “Disposition”) the Restricted Securities; provided, however, that nothing herein shall prevent Stockholder from (x) pledging the Restricted Securities as collateral to secure any loan taken by Stockholder in an arms length loan transaction or (y) transferring all or any portion of the Restricted Securities to an immediate family member so long as such family member agrees, in a writing acceptable to the Company, to be bound by the terms and conditions of this Agreement.
LOCK-UP OF SECURITIES. (a) Shareholder agrees that from the date of this Agreement ( the “Effective Date”) until eighteen (18) months after such Effective Date (the “Lock-Up Period”), the Shareholder will not make or cause any sale of the Company Securities the Shareholder owns or has the power to control the disposition of, either of record or beneficially.
