Lock-Up Period. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Subscriber, or any affiliates of the Subscriber, as well as affiliates of such members and funds and accounts advised by such members; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of the Business Combination; (vii) by virtue of the laws of the State of Delaware or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber; or (viii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination, provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 9 contracts
Samples: Private Placement Warrant Subscription Agreement (AltEnergy Acquisition Corp), Private Placement Warrant Subscription Agreement (AltEnergy Acquisition Corp), Private Placement Warrant Subscription Agreement (AltEnergy Acquisition Sponsor LLC)
Lock-Up Period. 7.1 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 7.3 hereof, (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, directors or any members affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) or any affiliates of the Subscriber, as well as affiliates of such members and funds and accounts advised by such memberstheir respective affiliates; (iib) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vif) in the event of the Company’s liquidation prior to the completion of the Business Combination; (viig) by virtue of the laws of the State state of Delaware incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber; Subscriber or (viiih) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination, ; provided, however, that in the case of clauses (ia) through (ve) or (viig), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 6 contracts
Samples: Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II), Unit Subscription Agreement (Twelve Seas Investment Co. II)
Lock-Up Period. 7.1 The 8.1 Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business CombinationCombination (or earlier in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property); provided, however, that Transfers of Securities are permitted (ia) to the Company’s, or the Company’s sponsor’s, officers or directors, any affiliates affiliate or family members member of any of the Company’s, or the Company’s sponsor’s, officers or directors, any members of the Subscriber, directors or any affiliates affiliate, officer or director of the Subscriber, as well as affiliates Subscriber or to any member(s) or partner(s) of such members and funds and accounts advised by such membersSubscriber or any of its affiliates; (iib) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vif) in the event of the Company’s liquidation prior to the completion of the Business Combination; or (viig) by virtue of the laws of the State state of Delaware incorporation or the formation of Subscriber or Subscriber’s limited liability company operating agreement upon dissolution of the Subscriber; or (viii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination, provided, however, that in the case of clauses (ia) through (ve) or and (viig), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 6 contracts
Samples: Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.), Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.), Unit Subscription Agreement (Phoenix Biotech Acquisition Corp.)
Lock-Up Period. 7.1 A. The Subscriber Purchaser agrees that it shall not Transfer any Securities (as defined below) until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 1(B) hereof, (ia) to the Company’s officers or officers, directors, any affiliates the initial shareholders or the Purchaser, or the Purchaser’s officers, directors, direct or indirect equityholders; (b) to an affiliate or immediate family members of any member of the Company’s officers or officers, directors, initial shareholders and the Purchaser; (c) to any members member, officer or director of the SubscriberCompany’s sponsor, or any affiliates immediate family member, partner, affiliate or employee of a member of the Subscriber, as well as affiliates of such members and funds and accounts advised by such membersCompany’s sponsor; (iid) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (iiie) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual (including any of the individualCompany’s officers or directors, the initial shareholders, members of the Company’s sponsor, or any officers, directors or direct or indirect equityholders of the Purchaser); (ivf) in the case of an individual, pursuant to a qualified domestic relations order; (vg) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vih) in the event of the Company’s liquidation prior to the completion of the Business Combination; (viii) by virtue of the laws of the State state of Delaware incorporation or formation of the Purchaser or the SubscriberPurchaser’s limited liability company partnership agreement upon dissolution of the Subscriber; Purchaser or (viiih) in the event of the Company’s liquidation, merger, capital stock share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the completion of the Business Combination, ; provided, however, that in the case of clauses (ia) through (vg) or (viii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 5 contracts
Samples: Private Placement Units Purchase Agreement (10X Capital Venture Acquisition Corp. III), Private Placement Units Purchase Agreement (10X Capital Venture Acquisition Corp. II), Private Placement Units Purchase Agreement (10X Capital Venture Acquisition Corp. II)
Lock-Up Period. 7.1 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 8.1 hereof, (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, directors or any members affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) or any affiliates of the Subscriber, as well as affiliates of such members and funds and accounts advised by such memberstheir respective affiliates; (iib) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vif) in the event of the Company’s liquidation prior to the completion of the Business Combination; (viig) by virtue of the laws of the State state of Delaware incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber; Subscriber or (viiih) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination, ; provided, however, that in the case of clauses (ia) through (ve) or (viig), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 5 contracts
Samples: Unit Subscription Agreement (Forum Merger IV Corp), Unit Subscription Agreement (Forum Merger IV Corp), Unit Subscription Agreement (Forum Merger III Corp)
Lock-Up Period. 7.1 A. The Subscriber Purchaser agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business CombinationCombination (as such term is defined in the Registration Statement); provided, however, that Transfers of Securities are permitted (ia) to the Company’s or the Purchaser’s officers or directors, any affiliates or family members of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the SubscriberCompany’s sponsor, the Purchaser or their affiliates, any affiliates of the Subscriber, as well as affiliates Company’s sponsor or the Purchaser or any employees of such members and funds and accounts advised by such membersaffiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the a Business Combination at prices no greater than the price at which the shares or warrants Securities were originally purchased; (vif) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the initial Business Combination; (vii) by virtue of the laws of the State of Delaware or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber; Combination or (viiii) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of the Company’s stockholders public shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the our completion of the Business Combination, initial business combination; provided, however, that in the case of clauses (ia) through (v) or (viif), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 2 contracts
Samples: Private Placement Warrants Purchase Agreement (Medicus Sciences Acquisition Corp.), Private Placement Warrants Purchase Agreement (Medicus Sciences Acquisition Corp.)
Lock-Up Period. 7.1 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (ia) to the Company’s or VO Sponsor, LLC’s, officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members of the Subscriber, directors or any affiliates affiliate of the SubscriberSubscriber or to any member(s), as well as affiliates directors or officers of such members and funds and accounts advised by such membersSubscriber or any of their affiliates; (iib) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vif) in the event of the Company’s liquidation prior to the completion of the Business Combination; (viig) by virtue of the laws of the State state of Delaware incorporation or the formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of the Subscriber; Subscriber or (viiih) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination, ; provided, however, that in the case of clauses (ia) through (ve) or (viig), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 1 contract
Samples: Private Placement Shares Subscription Agreement (Sizzle Acquisition Corp.)
Lock-Up Period. 7.1 A. The Subscriber Purchaser agrees that it shall not Transfer any Securities (as defined below) until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 1(B) hereof, (ia) to the Company’s officers or officers, directors, any affiliates the initial stockholders or the Purchaser, or the Purchaser’s officers, directors, direct or indirect equityholders; (b) to an affiliate or immediate family members of any member of the Company’s officers or officers, directors, initial stockholders and the Purchaser; (c) to any members member, officer or director of the SubscriberCompany’s sponsor, or any affiliates immediate family member, partner, affiliate or employee of a member of the Subscriber, as well as affiliates of such members and funds and accounts advised by such membersCompany’s sponsor; (iid) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (iiie) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual (including any of the individualCompany’s officers or directors, the initial stockholders, members of the Company’s sponsor, or any officers, directors or direct or indirect equityholders of the Purchaser); (ivf) in the case of an individual, pursuant to a qualified domestic relations order; (vg) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vih) in the event of the Company’s liquidation prior to the completion of the Business Combination; (viii) by virtue of the laws of the State state of Delaware incorporation or formation of the Purchaser or the SubscriberPurchaser’s limited liability company partnership agreement upon dissolution of the Subscriber; Purchaser or (viiih) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the completion of the Business Combination, ; provided, however, that in the case of clauses (ia) through (vg) or (viii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 1 contract
Samples: Purchase Agreement (10X Capital Venture Acquisition Corp)
Lock-Up Period. 7.1 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 7.3 hereof, (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, directors or any members affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) or any affiliates of the Subscriber, as well as affiliates of such members and funds and accounts advised by such memberstheir respective affiliates; (iib) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family, an affiliate of such person individual or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vif) in the event of the Company’s liquidation prior to the completion of the Business Combination; (viig) by virtue of the laws of the State state of Delaware incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber; Subscriber or (viiih) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination, ; provided, however, that in the case of clauses (ia) through (ve) or (viig), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein.
Appears in 1 contract
Samples: Unit Subscription Agreement (Twelve Seas Investment Co IV TMT)