Lock-Up Periods. During the period commencing on the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 180 days following the date on which the Effective Time occurs (the “180 Day Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of any Executive Arrow Shares received by or to be received by the Shareholder pursuant to the Merger Agreement; b. During the period commencing on the date on which is 181 days following the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 365 days following the date on which the Effective Time occurs (the “365 Day Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of more than 10,000 shares of the Executive Arrow Shares on any single trading day received by or to be received by the Shareholder pursuant to the Merger Agreement; c. During the Lock-Up Period, the restrictions on disposition set forth in 1.a and b above shall apply to any swap or other derivative transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Executive Arrow Shares, whether any such transaction is to be settled by delivery of Arrow Common Stock or other securities, in cash, or otherwise; or
Appears in 2 contracts
Sources: Merger Agreement (Arrow Financial Corp), Lock Up Agreement (Arrow Financial Corp)
Lock-Up Periods. a. During the period commencing on the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 180 365 days following the date on which the Effective Time occurs (the “180 Day Year 1 Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of any Executive Arrow Esquire Shares received by or to be received by the Shareholder pursuant to the Merger Agreement; , other than the Shareholder having the ability to sell, transfer, pledge or otherwise dispose of 5% of the Executive Esquire Shares during the Year 1 Lock-Up Period;
b. During the period commencing on the date on which is 181 366 days following the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 365 730 days following the date on which the Effective Time occurs (the “365 Day Year 2 Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of more than 10,000 shares 33% of the Executive Arrow Esquire Shares on any single trading day received by or to be received by the Shareholder pursuant to the Merger Agreement; ;
c. During the period commencing on the date on which is 731 days following the date on which the Effective Time occurs and ending at 5:00 p.m. Eastern Time on the date which is 1,095 days following the date on which the Effective Time occurs (the “Year 3 Lock-Up Period, and together with the Year 1 Lock-Up Period and the Year 2 Lock-Up Period, the “Lock-Up Period”), the Shareholder will not directly or indirectly take any action to offer, sell, contract to sell, sell any option, warrant, or contract to purchase, purchase any option, warrant, or contract to sell, transfer, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of more than 66% of the Executive Esquire Shares received by or to be received by the Shareholder pursuant to the Merger Agreement;
d. During the Lock-Up Period, the restrictions on disposition set forth in 1.a 1.a, b and b c above shall apply to any swap or other derivative transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Executive Arrow Esquire Shares, whether any such transaction is to be settled by delivery of Arrow Esquire Common Stock or other securities, in cash, or otherwise; or
e. During the Lock-up Period, the Shareholder will not publicly disclose an intention to effect any transaction contemplated by this Section 1.
Appears in 2 contracts
Sources: Merger Agreement (Esquire Financial Holdings, Inc.), Lock Up Agreement (Esquire Financial Holdings, Inc.)