Common use of Lock-Up Periods Clause in Contracts

Lock-Up Periods. 2.6.1 Notwithstanding anything to the contrary contained in this Agreement, except with respect to transfers to a Permitted Transferee, each Existing Holder agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Founder Shares during the Founder Shares Lock-Up Period or Private Placement Warrants during the Private Placement Lock-Up Period; provided that, except with respect to transfers to a Permitted Transferee, the Sponsor shall not sell, transfer or otherwise dispose of shares of Class A Common Stock, Class B Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company during the period beginning on the date of this Agreement and ending on the first anniversary of the date of this Agreement, other than (a) as distributions to limited partners or members of the Sponsor; and (b) by virtue of the laws of the State of Delaware or of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor, in each case immediately following which Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxxx shall collectively hold a majority of the Founder Shares then outstanding; provided, further, that in the event of any such distribution, liquidation or dissolution that results in Xxxxx Xxxxxxxx and/or Xxxxxxx Xxxxxxxxxx becoming Existing Holders, except with respect to transfers to their Permitted Transferees, such person(s) (and their Permitted Transferees to whom they transfer) shall not sell, transfer or otherwise dispose of shares of Class A Common Stock, Class B Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company during the period beginning on the date of this Agreement and ending on the first anniversary of the date of this Agreement. 2.6.2 Each Holder participating in a Registration (each, a “Participating Holder”) agrees, to the extent requested in writing by a managing Underwriter, if any, of any Underwritten Offering hereunder, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any shares of Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company other than as part of such underwritten public offering during the time period reasonably requested by the managing underwriter, not to exceed 30 days from the date such Underwritten Offering is priced. Notwithstanding the foregoing, (i) no Participating Holder shall be required to agree to any such restrictions unless each other Participating Holder is also required to agree to such restrictions, (ii) the managing Underwriter (if any) may waive such restrictions in its reasonable discretion upon the written request of a Holder, subject to the terms set forth in any written lock-up agreement with respect thereto, and (iii) any waiver or release of such lock-up, holdback or similar agreement shall be on a consistent basis among the Participating Holders.

Lock-Up Periods. 2.6.1 (i) Notwithstanding anything to the contrary contained in this Agreement, except with respect to transfers to a Permitted Transferee, each Existing Target Holder agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Founder Shares during the Founder Shares Lock-Up Period or Private Placement Warrants during the Private Placement Lock-Up Period; provided that, except with respect to transfers to a Permitted Transferee, the Sponsor shall not sell, transfer or otherwise dispose of shares of Class A Common Stock, Class B Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company during the period beginning on the date of this Agreement and ending on the first anniversary earlier of (i) one hundred eighty days following the Closing Date and (ii) the date of this Agreementfollowing the Closing Date on which the Company completes a liquidation, merger, stock exchange or other than (a) as distributions to limited partners or members of the Sponsor; and (b) by virtue of the laws of the State of Delaware or of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor, in each case immediately following which Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxxx shall collectively hold a majority of the Founder Shares then outstanding; provided, further, that in the event of any such distribution, liquidation or dissolution similar transaction that results in Xxxxx Xxxxxxxx and/or Xxxxxxx Xxxxxxxxxx becoming Existing Holdersall of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. (ii) Notwithstanding anything to the contrary contained in this Agreement, except with respect to transfers to their a Permitted TransfereesTransferee, such person(s) (and their Permitted Transferees each of the Sponsor Holders agrees not to whom they transfer) shall not sell, transfer or otherwise dispose of of, including any sale pursuant to Rule 144, any shares of Class A Common Stock, Class B Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company during the period beginning on the date of this Agreement and ending on the first anniversary earlier of (i) one year following the Closing Date and (ii) after the Closing Date, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date or (y) the date on which the Company completes a liquidation, merger stock exchange or other similar transaction that results in all of this Agreementthe Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. 2.6.2 (iii) Each Holder participating in a Registration and each other Holder of 1% or more of the outstanding shares of Common Stock at the time of an offering hereunder that is party hereto (each, a “Participating Restricted Holder”) agrees, to the extent requested in writing by a managing Underwriter, if any, of any Underwritten Offering hereunder, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any shares of Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company other than as part of such underwritten public offering during the time period reasonably requested by the managing underwriter, not to exceed 30 90 days from the date such Underwritten Offering is priced. Notwithstanding the foregoing, (i) no Participating Restricted Holder shall be required to agree to any such restrictions unless each other Participating Restricted Holder is also required to agree to such restrictions, (ii) the managing Underwriter (if any) may waive such restrictions in its reasonable discretion upon the written request of a Holder, subject to the terms set forth in any written lock-up agreement with respect thereto, and (iii) any waiver or release of such lock-up, holdback or similar agreement shall be on a consistent basis among the Participating Restricted Holders.

Lock-Up Periods. 2.6.1 Notwithstanding anything During the period commencing on the closing date of the Mergers (the “Closing Date”) and until the earlier of: (i) the Corporation’s consummation of a liquidation, merger, share exchange or other similar transaction that results in all of the Corporation’s stockholders having the right to exchange the contrary contained shares of Common Stock held by each stockholder for cash, securities or other property following the Closing Date and (ii) (y) in this Agreementrespect of the Sponsor Shareholders, except with respect to transfers to a Permitted Transferee, each Existing Holder agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Founder Shares during thirty days after the Founder Shares LockClosing Date (the “Thirty-Up Period or Private Placement Warrants during the Private Placement Day Lock-Up Period; provided that”) or (z) in respect of the Initial Shareholders and the Former SME Unitholders, except one year after the Closing Date (the “One-Year Lock-Up Period” and, together with respect to transfers to a Permitted Transfereethe Thirty-Day Lock-Up Period, the Sponsor “Lock-Up Periods”), each Former Interestholder shall not (A) sell, transfer offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of shares or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Class A Common Stock, Class B Common Stock or any other equity security Section 16 of the Company or any security convertible into or exchangeable or exercisable for any equity security Securities Exchange Act of 1934, as amended, and the rules and regulations of the Company during the period beginning on the date of this Agreement Securities and ending on the first anniversary of the date of this AgreementExchange Commission promulgated thereunder, other than (a) as distributions to limited partners or members of the Sponsor; and (b) by virtue of the laws of the State of Delaware or of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor, in each case immediately following which Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxxx shall collectively hold a majority of the Founder Shares then outstanding; provided, further, that in the event of any such distribution, liquidation or dissolution that results in Xxxxx Xxxxxxxx and/or Xxxxxxx Xxxxxxxxxx becoming Existing Holders, except with respect to transfers to their Permitted Transferees, such person(s) (and their Permitted Transferees to whom they transfer) shall not sell, transfer or otherwise dispose of shares of Class A Common Stock, Class B Common Stock or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company during the period beginning on the date of this Agreement and ending on the first anniversary of the date of this Agreement. 2.6.2 Each Holder participating in a Registration (each, a “Participating Holder”) agrees, to the extent requested in writing by a managing Underwriter, if any, of any Underwritten Offering hereunder, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any shares of Common StockStock that such Former Interestholder received as consideration pursuant to the Mergers (the “Restricted Shares”), (B) 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 Restricted Shares or any securities convertible into, or any other equity security of the Company or any security convertible into exercisable, or exchangeable for, the Restricted Shares, whether any such transaction is to be settled by delivery of such securities, in cash or exercisable otherwise, or (C) publicly announce any intention to effect any transaction specified in clause (A) or (B); provided, however, if the Corporation’s share price reaches or exceeds $12.50 per share for any equity security of the Company other than as part of such underwritten public offering 20 trading days within any 30-trading day period during the time period reasonably requested by the managing underwriterLock-Up Periods, not to exceed 30 days 50% of each Former Interestholder’s Restricted Shares will be released from the date such Underwritten Offering is priced. Notwithstanding the foregoing, (i) no Participating Holder shall be required to agree to any such restrictions unless each other Participating Holder is also required to agree to such restrictions, (ii) the managing Underwriter (if any) may waive such restrictions in its reasonable discretion upon the written request of a Holder, subject to the terms set forth in any written lock-up agreement with respect theretoand, and (iii) if the Corporation’s share price reaches or exceeds $15.00 per share for any waiver or release 20 trading days within any 30-trading day period during the Lock-Up Periods, the remaining 50% of such each Former Interestholder’s Restricted Shares shall be released from the lock-upup (as such price of $12.50 and $15.00 may be adjusted for share splits, holdback or similar agreement shall be on a consistent basis among share dividends, reorganizations, recapitalizations and the Participating Holderslike).