Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) one hundred and eighty (180) days after the date of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, 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 Restricted Securities, (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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) commencing ninety (90) days after the Closing, in block trades or privately negotiated transactions; provided, however, that in any of cases (I), (II), (III) or (IV) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, partners, members or stockholders of such entity that receive such transfer as a distribution, (5) to any affiliate of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) one hundred and eighty (180) days the six-months after the date of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety one-hundred fifty (90150) days after the Closing, and (z) the date after the Closing (on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the “Lock-Up Period”): right to exchange their equity holdings in Purchaser for cash, securities or other property: (i) lend, offer, pledge, hypothecate, 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 Restricted Securities, (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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) ), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, Transferee (defined below) or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) commencing ninety (90) days after the Closing, in block trades or privately negotiated transactionsunion; provided, however, that in any of cases (I), (II), (III) or (IVIII) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of if Holder is an entity, as a distribution to limited partners, shareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder, and (5) to any affiliate of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.
Appears in 1 contract
Samples: Lock Up Agreement (Digital World Acquisition Corp.)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) one hundred and eighty the six (1806) days after month anniversary of the date of the Closing, (y) the date on which the closing price of Pubco Ordinary Shares on Nasdaq (or any other principal stock exchange or quotation service on which the Pubco Ordinary Shares are then traded) is at least one-hundred and ten percent (110%) of the Per KAVL Share Price for twenty (20) out of thirty (30) consecutive Trading Days commencing after the Closing, and (yz) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of PurchaserPubco’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing (the “Lock-Up Period”): : (i) lend, offer, pledge, hypothecate, 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 Restricted Securities, (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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) ), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). Notwithstanding the foregoing, from and after the three (3) month anniversary of the date of Closing until the end of the Lock-Up Period, Holder shall be permitted to sell or transfer Restricted Securities each Trading Day in an aggregate amount no greater than ten percent (10%) of the trading volume of the Pubco Ordinary Shares as reported on Bloomberg, LP for the prior Trading Day (as such trading volume is equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing), and any such sales or transfers shall not be a Prohibited Transfer hereunder.
(b) The foregoing sentence Section 1(a) shall not apply to to: (i) the transfer of any or all of the Restricted Securities owned by Holder Hxxxxx (IA) by gift, will will, or intestate succession upon the death of HolderHxxxxx, (IIB) to any Permitted Transferee, Transferee (IIIas defined below) or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) commencing ninety (90) days after the Closing, in block trades or privately negotiated transactionspursuant to a domestic relations order; provided, however, that in the case of any of cases clauses (IA), (II), (IIIB) or (IV) C), it shall be a condition to such transfer that the transferee executes and delivers to Pubco, Delta and the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement; (ii) transactions relating to shares of Pubco Ordinary Shares or other securities acquired in open market transactions after the completion of the Closing; (iii) the establishment after the Closing of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of Pubco Ordinary Shares, provided, that (A) such plan does not provide for the transfer of Pubco Ordinary Shares during the Lock-Up Period and (B) no public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the undersigned or Pubco regarding the establishment of such plan; or (iv) the exercise of any Substituted Option, including any exercise effected by the delivery of Pubco Ordinary Shares held by the undersigned to Pubco. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean mean, with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), ; (2B) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, ; (3C) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, ; (4D) in the case of if Holder is an entity, as a distribution to limited partners, shareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder; and (5E) to any affiliate of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder Hxxxxx further agrees to execute such agreements as may be reasonably requested by Purchaser Pubco, Delta and KAVL that are consistent with the foregoing or that are necessary to give further effect thereto.
Appears in 1 contract
Samples: Lock Up Agreement (Kaival Brands Innovations Group, Inc.)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) one hundred and eighty (180) days after the date of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing (the “Lock-Up Period”): ) commencing from the Second Merger Effective Time and ending on the earlier of (i) one-year after the completion of the Closing or (ii) subsequent to the Closing, with respect to 50% of the Restricted Securities, if the last reported sale price of the Pubco ADSs equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing: (A) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 or agree to transfer or 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 Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (iiB) 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 Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) A), (iiB) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (iiB) or (iiiC), a “Prohibited Transfer”). ; provided, that at any time subsequent to the Closing Date, the Lock-Up Period shall end on the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Class A Ordinary Shares (including those underlying the Pubco ADSs) being converted into cash, securities or other property.
(b) The foregoing sentence Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder Hxxxxx (Ii) by gift, will or intestate succession succession, virtue of laws of descent and distribution upon the death of HolderHxxxxx, (IIii) to any Permitted TransfereeTransferee (defined below), (IIIiii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree, settlement agreement, or other court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union union, (iv) to Pubco to satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (IVv) commencing ninety to Pubco pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (90vi) days which was acquired in open market transactions after the Closing, or (vii) in block trades connection with any legal, regulatory or privately negotiated transactionsother order; provided, however, that in any of cases (Ii), (II), (IIIii) or (IViii) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. .
(c) As used in this Agreement, the term “Permitted Transferee” shall mean: (1i) the members of HolderHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or spouse, domestic partner, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3iii) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4iv) in the case of if Holder is an entity, as a distribution to limited partners, shareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or (5v) to any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder Hxxxxx further agrees to execute such agreements as may be reasonably requested by Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-Up Period, provided, that the party to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including, without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.
Appears in 1 contract
Samples: Founder Lock Up Agreement (Distoken Acquisition Corp)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) the one hundred and eighty (1801) days after year anniversary of the date of the Closing, (y) the date on which the last sale price of the Parent Class A Common Stock (or any successor publicly traded common equity security) equals or exceeds $12.00 per share (as equitably 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, and (yz) the date after the Closing on which the Purchaser Parent consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of PurchaserParent’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Parent for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, 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 Restricted Securities, (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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) ), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (IA) by gift, will or intestate succession upon the death of Holder, (IIB) to any Permitted Transferee, (IIIC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IVD) commencing ninety (90) days after pursuant to an underwritten public offering to which all of the Closing, in block trades or privately negotiated transactionsparties to this Agreement shall have consented; provided, however, that in any of cases (IA), (II), (IIIB) or (IVC) it shall be a condition to such transfer that the transferee executes and delivers to Parent, the Purchaser Company and the Parent Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1I) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2II) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3III) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4IV) in the case of an entity, as a distribution to limited partners, shareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder or (5V) to any affiliate of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser Parent, the Company or the Parent Representative that are consistent with the foregoing or that are necessary to give further effect thereto.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) one hundred and eighty (180) days after the date of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, 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 Restricted Securities, (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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) ), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) commencing ninety (90) days after the Closing, in block trades or privately negotiated transactions; provided, however, that in any of cases (I), (II), (III) or (IV) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, partners, members or stockholders of such entity that receive such transfer as a distribution, (5) to any affiliate of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.
Appears in 1 contract
Samples: Lock Up Agreement (Megalith Financial Acquisition Corp)
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) one hundred and eighty (180) days after the date of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing (the “Lock-Up Period”): ) commencing from the First Merger Effective Time and ending on the earlier of (i) one-year after the completion of the Closing or (ii) subsequent to the Closing, with respect to 50% of the Restricted Securities, if the last reported sale price of the Pubco ADSs equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing: (A) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 or agree to transfer or 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 Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (iiB) 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 Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) A), (iiB) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (iiB) or (iiiC), a “Prohibited Transfer”). ; provided, that at any time subsequent to the Closing Date, the Lock-Up Period shall end on the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Class A Ordinary Shares (including those underlying the Pubco ADSs) being converted into cash, securities or other property.
(b) The foregoing sentence Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder Hxxxxx (Ii) by gift, will or intestate succession succession, virtue of laws of descent and distribution upon the death of HolderHxxxxx, (IIii) to any Permitted TransfereeTransferee (defined below), (IIIiii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree, settlement agreement, or other court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union union, (iv) to Pubco to satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (IVv) commencing ninety to Pubco pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (90vi) days which was acquired in open market transactions after the Closing, or (vii) in block trades connection with any legal, regulatory or privately negotiated transactionsother order; provided, however, that in any of cases (Ii), (II), (IIIii) or (IViii) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. .
(c) As used in this Agreement, the term “Permitted Transferee” shall mean: (1i) the members of HolderHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or spouse, domestic partner, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3iii) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4iv) in the case of if Holder is an entity, as a distribution to limited partners, shareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or (5v) to any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder Hxxxxx further agrees to execute such agreements as may be reasonably requested by Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-Up Period, provided, that the party to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including, without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) one hundred and eighty (180) days after the date of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing (the “Lock-Up Period”): ) commencing from the First Merger Effective Time and ending on the earlier of (i) 180 calendar days after the completion of the Closing or (ii) subsequent to the Closing, with respect to 50% of the Restricted Securities, if the last reported sale price of the Pubco ADSs equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Closing: (A) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree 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 or agree to transfer or 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 Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (iiB) 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 Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) A), (iiB) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (iiB) or (iiiC), a “Prohibited Transfer”). ; provided, that at any time subsequent to the Closing Date, the Lock-Up Period shall end on the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Class A Ordinary Shares (including those underlying the Pubco ADSs) being converted into cash, securities or other property.
(b) The foregoing sentence Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder Hxxxxx (Ii) by gift, will or intestate succession succession, virtue of laws of descent and distribution upon the death of HolderHxxxxx, (IIii) to any Permitted TransfereeTransferee (defined below), (IIIiii) pursuant to a qualified domestic relations order, divorce settlement, divorce decree, settlement agreement, or other court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union union, (iv) to Pubco to satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (IVv) commencing ninety to Pubco pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (90vi) days which was acquired in open market transactions after the Closing, or (vii) in block trades connection with any legal, regulatory or privately negotiated transactionsother order; provided, however, that in any of cases (Ii), (II), (IIIii) or (IViii) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. .
(c) As used in this Agreement, the term “Permitted Transferee” shall mean: (1i) the members of HolderHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or spouse, domestic partner, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3iii) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4iv) in the case of if Holder is an entity, as a distribution to limited partners, shareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or (5v) to any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder Hxxxxx further agrees to execute such agreements as may be reasonably requested by Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-Up Period, provided, that the party to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including, without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.
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Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) one hundred and eighty six (1806) days after month anniversary of the date of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety seventy five (9075) days after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, 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 Restricted Securities, (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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) ), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, Transferee (defined below) or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) commencing ninety (90) days after the Closing, in block trades or privately negotiated transactionsunion; provided, however, that in any of cases (I), (II), (III) or (IVIII) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, partners, members or stockholders of such entity that receive such transfer as a distribution, including, for the avoidance of doubt, distributions upon the liquidation and dissolution of Holder (if Holder is an entity), (5) to any affiliate of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.
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Samples: Lock Up Agreement (Aesther Healthcare Acquisition Corp.)
Lock-Up Provisions. (a) Holder The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) one hundred and eighty with respect to fifty percent (18050%) days of the Restricted Securities, the earlier to occur of (i) twelve (12) months after the date of the Closing, Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (zii) the date on which the closing sale price of the Purchaser New SPAC Common Stock Shares equals or exceeds $12.00 USD$12.00 per share (as adjusted for to take into account any stock splitssplit, stock dividendsdividend, reorganizations and recapitalizations and the likereverse stock split, recapitalization or similar event) for any twenty (20) trading days within any a thirty (30) trading 30)-trading day period commencing at least ninety starting after the Closing, and (90y) days with respect to fifty percent (50%) of the Restricted Securities, twelve (12) months after the date of the Closing (the “Lock-Up Period”): (iA) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, or contract to purchase, purchase any option option, or contract to sell, grant any option, right right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) 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 Securities, or (iiiC) publicly disclose the intention to do any of the foregoingforegoing (other than the filing of a registration statement with the Commission which contemplates such a transaction and related disclosures), whether any such transaction described in clauses
clauses (i) A), (ii) B), or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (ii) B), or (iiiC), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) commencing ninety (90) days after the Closing, in block trades or privately negotiated transactions; provided, however, that in any of cases (I), (II), (III) or (IV) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, partners, members or stockholders of such entity that receive such transfer as a distribution, (5) to any affiliate of Holder, and (6) any transferee whereby there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.
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Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of (x) one hundred and eighty (180) days after the six month anniversary of the date of the Closing, (y) if the reported last sale price of the Company Class A Ordinary Shares equals or exceeds US $12.00 per share (as adjusted for share splits, share dividends, right issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred and fifty (150) days after the Closing, and (yz) the date after the Closing on which the Purchaser Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Purchaserthe Company’s stockholders shareholders having the right to exchange their shares common stock of Purchaser Common Stock the Company for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, 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 Restricted Securities, (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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses
clauses (i) ), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence restrictions shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee, Transferee (as defined below) or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) commencing ninety (90) days after the Closing, in block trades or privately negotiated transactionsunion; provided, however, that in any of cases (I), (II), (III) or (IVIII) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of HolderXxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, partners, members members, managers, investment managers or stockholders of such entity that receive such transfer as a distribution, (5) to any affiliate of Holder, and (6) any charitable foundation controlled by the undersigned, its members or stockholders or any of their respective immediate family, (7) any transferee to satisfy any U.S. federal, state, or local income tax obligations of a Holder (or its direct or indirect owners) arising from such Holder’s ownership (including prior to and after the Business Combination) of the Restricted Securities or any interests in the Company, in each case solely and to the extent necessary to cover any tax liability as a direct result of such ownership of the Restricted Securities or any interests in the Company, and (8) any transferee whereby there is no change in beneficial ownership. Holder Xxxxxx further agrees to execute such agreements as may be reasonably requested by Purchaser the Company that are consistent with the foregoing or that are necessary to give further effect thereto.
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