Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 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 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 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 180 days after the date hereof and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of 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 Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (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 (each, a “Permitted Transferee”): (i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates; (ii) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period; (ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and (x) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of PubCo Ordinary Shares by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such agreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto. (b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities. (d) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities. (e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options. (f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period.
Appears in 1 contract
Lock-Up Provisions. (a) Holder The Company Shareholder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h)Plum, during (1) Transfer any Restricted Securities from and after the period Closing and until the date that is one hundred and eighty days (180) days after the date of the Closing (the “Lock-Up Period”); provided, that the Restricted Securities may be Transferred (as defined below) commencing prior to the end of the Lock-Up Period as follows: (i) one-third of the Restricted Securities will be released from the Closing and ending on Lock-Up Period if the earlier of volume weighted average price (A“VWAP”) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Plum Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 12.50 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-day trading day period commencing at least 180 days after the date hereof; period, (Cii) with respect to 25% one-third of the Restricted Securities owned by Holder, will be released if the date on which the closing price VWAP of the PubCo Ordinary Plum Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-day trading period and (iii) one-third of the Restricted Securities may be released if the VWAP of the Plum Shares equals or exceeds $17.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-day period commencing at least 180 days trading period, and (2) from and after the date hereof execution of the Combination Agreement and (B) subsequent until the end of the Lock-Up Period, directly or indirectly, engage in any short sales or other hedging or derivative transactions in respect of the Restricted Securities; provided that the foregoing restrictions shall not apply to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, Transfer of any or other similar transaction that results in all of PubCo’s shareholders having the right Restricted Securities owned by the Company Shareholder made in respect of a Permitted Transfer (as defined below); provided, further, that in any of case of a Permitted Transfer under clauses (A)-(F), it shall be a condition to exchange their PubCo Ordinary Shares for cashsuch Transfer that the transferee executes and delivers to Plum an agreement, securities or other property: in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Company Shareholder, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, “Transfer” shall mean (i) sellthe sale of, offer to sell, contract or agree agreement to sell, hypothecatehypothecation, pledge, loan, placing of a lien or other encumbrance on, grant of any option option, right or warrant to purchase or otherwise dispose other disposal of or agree agreement to dispose of, directly or indirectly, or establish establishment or increase of a put equivalent position or liquidate liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, in each case with respect to any security, including any Restricted Securities owned by HolderSecurity, (ii) enter entry into any swap swap, hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the any security, including any Restricted Securities owned by HolderSecurity, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce public announcement or disclosure of any action or intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to As used in this Agreement, the transfer of any or all of the Restricted Securities owned by Holder (each, a term “Permitted Transferee”):
Transfer” shall mean a Transfer made: (iA) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates;
(ii) in the case of Company Shareholder being an individual, transfers by gift to members a member of the individual’s immediate family family, or to a trusttrust or other estate planning vehicle, the beneficiary of which is a member of one of the individual’s immediate family, family or an affiliate of such person person; (B) as a bona fide gift, or to a charitable organization;
organization or educational institution; (iiiC) in the case of the Company Shareholder being an individualindividual or a trust, transfers by virtue of laws of descent and distribution upon death of the individual;
Company Shareholder; (ivD) in the case of the Company Shareholder being an individual, transfers by operation of law or pursuant to orders of a court orderor regulatory agency, such as a qualified domestic relations order, order or negotiated divorce decree or separation agreement;
settlement; (vE) in the case of the Company Shareholder being an individualentity or trust, transfers to its affiliates, subsidiaries, partners, limited partners, managers, members, equityholders, shareholders, trustors or beneficiaries, or to any investment fund or other entity that controls, is controlled by, manages, is managed by or is under common control with the undersigned (including, for the avoidance of doubt, if the undersigned is a partnership, limited liability company to its general partner or a successor partnership or fund, or any other funds managed by such partnership and, if the undersigned is a trust, to a trustor or beneficiary of the trust); (F) in the case of a Company Shareholder being an entity or trust, by virtue of applicable Law or the Company Shareholder’s organizational documents upon liquidation or dissolution of the Company Shareholder; (G) in connection with the consummation of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Plum’s shareholders having the right to exchange their Plum Shares for cash, securities or other property; (H) in the case of the Company Shareholder being an entity, to the Company Shareholder’s officers or directors, any affiliate or family member of any of the Company Shareholder’s officers or directors; (I) to the Company pursuant to any contractual arrangement in effect on the date of the Agreement that provides for the repurchase of the Restricted Securities by the Company, provided that such Transfer is not required to be reported with the SEC on Form 4 in accordance with Section 16 under the Exchange Act and no other public announcement shall be voluntarily made during the Lock-Up Period in connection with any such Transfer (other than Form 13F filings filed with the SEC); (J) in connection with the conversion of any convertible security into, or the exercise of any option or warrant for, Plum Shares; provided that (i) any such Plum Shares received by the Company Shareholder shall be subject to the terms of this Agreement and (ii) such Transfer is not required to be reported with the SEC on Form 4 in accordance with Section 16 under the Exchange Act and no other public announcement shall be voluntarily made during the Lock-Up Period (other than Form 13F filed with the SEC); (K) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (A) through (I) above; and (J) pursuant to a bona fide tender offer for shares of which the undersigned and/or Company’s capital stock, merger, consolidation or other similar transaction made to all holders of the immediate family Company’s securities involving a Change of Control (as defined below) of the undersigned are Company (including without limitation, the legal and beneficial owner entering into of all any lock-up, voting or similar agreement pursuant to which the Company Shareholder may agree to transfer, sell, tender or otherwise dispose of Plum Shares or other securities in connection with such transaction) that has been approved by the Board of Directors of the outstanding equity Company; provided that, in the event that such Change of Control transaction is not consummated, this clause (J) shall not be applicable and the Company Shareholder’s shares and other securities shall remain subject to the restrictions contained in this Agreement; provided, that in the case of any Transfer pursuant to clauses (A) through (H), such Transfer is not required to be reported with the SEC on Form 4 in accordance with Section 16 under the Exchange Act and no other public announcement shall be voluntarily made during the Lock-Up Period (other than (1) any required filings on Form 13F, or similar interests;
Schedule 13G under the Exchange Act, and (vi2) in the case of an entity that any Transfer pursuant to clauses (A) and (B), any Form 4 or Form 5 required to be filed under the Exchange Act if the Holder is a trust, transfers subject to a trustor Section 16 reporting with respect to the Company under the Exchange Act and indicating by footnote disclosure or beneficiary otherwise the nature of the trust transfer or to disposition). Further, the estate establishment of a beneficiary of such trust;
(vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;
(viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period;
(ix) Transfers to PubCo trading plan pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and
(x) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of PubCo Ordinary Shares by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) 1 under the Exchange Act; providedAct for the transfer of Plum Shares shall not be a Transfer, however, provided that (i) such plan does not provide for, or permit, for the sale transfer of any PubCo Ordinary Plum Shares during the Lock-Up Period and (ii) no filing under the Exchange Act or other public announcement shall be required or filing is shall be voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such agreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto.
(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities.
(d) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities.
(e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options.
(f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 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 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 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 180 days after the date hereof and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of 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 Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (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 (each, a “Permitted Transferee”):
(i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates;
(ii) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;
(iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;
(viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period;
(ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and
(x) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of PubCo Ordinary Shares by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Lock- Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such agreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto.
(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities.
(d) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities.
(e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii2.2(h)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options.
(f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with SPAC (subject to Section 2(h)), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; , (B) the date on which the closing price of the PubCo Ordinary Shares SPAC Common Stock on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 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 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are SPAC Common Stock is listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days Trading Days within any 30-trading 30 day Trading Day period commencing at least 180 150 days after the date hereof Closing Date, and (BC) subsequent to the Closing, the date on which PubCo SPAC consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCoSPAC’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares SPAC Common Stock for cash, securities or other property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of 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 Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to any of the transfer following actions in respect of any or all of the Restricted Securities owned by Holder (eacheach transferee of a transfer or other action referred to below, a “Permitted Transferee”):
(i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amendedAct) of the undersigned, (B) as part of a distribution to members, partners or shareholders stockholders of the undersigned and or (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates;
(ii) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;
(iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vii) in the case of an entity, transfers by virtue of the laws of the state or province of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;
(viii) transfers of Restricted Securities as a bona fide gift, or to a charitable organization or educational institution in a transaction not involving a disposition for value;
(ix) transfers by Holder of Exchanged Company Options or restricted SPAC Common Stock, in connection with the exercise of stock options or warrants an Exchanged Company Option that is scheduled by its terms in effect as of the date hereof to purchase PubCo Ordinary Shares expire (including expiration in connection with a termination of employment) during the Lock-Up Period or the vesting lapse of stock awards a substantial risk of PubCo Ordinary forfeiture (within the meaning of Section 83 of the Code) in respect of restricted SPAC Common Stock held by Holder, in each case in accordance with the express terms of the applicable grant agreement (and without any consent or additional action (other than a termination of employment) by the Company’s Board of Directors triggering such exercise or vesting), transfers by Holder of a number of shares of SPAC Common Stock or ExchangeCo Shares and any related transfer of PubCo Ordinary Shares with a market price up to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due maximum tax amount incurred by Holder as a direct result of the exercise of such options Exchanged Company Options or warrants, the vesting lapse of the substantial risk of forfeiture in respect of such optionsrestricted SPAC Common Stock, warrants or stock awards, or as a result and the payment of the vesting exercise price of any such PubCo Ordinary SharesExchanged Company Options through a cashless exercise thereof (for the avoidance of doubt, it being understood that all PubCo Ordinary Shares any SPAC Common Stock received upon such exerciseexercise of Exchanged Company Options (or formerly restricted SPAC Common Stock), vesting or transfer will after giving effect to the transfers permitted by this clause (ix), shall remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period);
(ixx) Transfers transfers to PubCo SPAC pursuant to any contractual arrangement in effect at the effective time of the Merger Share Exchanges that provides for the repurchase by PubCo SPAC or forfeiture of PubCo Ordinary Shares SPAC Common Stock or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares SPAC Common Stock (i) in connection with the termination of the Holder’s service to PubCoSPAC, (ii) in accordance with the Key Individual Share Repurchase Agreement, (iii) as otherwise contemplated by Section 2.15 of the BCA or (iv) pursuant to any agreement containing a holdback of shares to satisfy any indemnification obligations; and
(xxi) the entry, by the Holder, at any time after the effective time of the MergerShare Exchanges, of any trading plan providing for the sale of PubCo Ordinary Shares SPAC Common Stock by the SecurityholderHolder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares SPAC Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such agreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto.
(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities.
(d) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities.
(e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options.
(f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period.;
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, without Notwithstanding the prior written consent of PubCo provisions set forth in accordance with Section 2(h2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-up Shares during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 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 180 days after the date hereof; (C) with respect up Period to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 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 180 days after the date hereof and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) sell, offer to sell, contract Acquiror’s officers or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of 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 Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holderdirectors, (ii) enter into to any swap or other arrangement that transfers to another, in whole or in part, any Affiliates of the economic consequences of ownership of the Restricted Securities owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or Stockholder; (iii) publicly announce any intention to effect any transaction specified in clause respect of (i) or (ii) (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 (each, a “Permitted Transferee”):
(i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates;
(ii) in the case of an individual, transfers by gift to members a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one of the such individual’s immediate family, an affiliate Affiliate of such person individual or to a charitable organization;
; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual;
(iv) in the case of an individual, transfers by operation of law ; or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vii) in the case of an entity, transfers by virtue of the laws of the state State of Delaware or the entity’s organization and the entity’s organizational documents Stockholder limited partnership agreement upon dissolution of the entity;Stockholder.
(viiib) the exercise The Stockholder hereby agrees that it shall not, and shall cause any of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and its Permitted Transferees not to, Transfer any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period;
(ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and
(x) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of PubCo Ordinary Shares by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan (the “Transfer Restriction”), except in accordance with the following:
(i) during the First Lock-Up Period; provided, however, that it the Transfer Restriction shall be a condition expire with respect to any transfer pursuant to clauses ten million (i10,000,000) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject (the “First Tranche”), upon the earlier to occur of (i) the date on which the last reported sale price of the Acquiror Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the Closing Date or (ii) one year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the provisions First Tranche after the expiration of this the First Lock-Up AgreementPeriod);
(ii) during the Second Lock-Up Period, and that there the Transfer Restriction shall be no further transfer of such expire with respect to an additional twenty million (20,000,000) Lock-Up Shares except in accordance with this (the “Second Tranche”), upon the earlier to occur of (i) the date on which the last reported sale price of the Acquiror Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 330 days after the Closing Date or (ii) eighteen months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to the Second Tranche after the expiration of the Second Lock-Up Agreement. For purposes Period);
(iii) on the date on which post-merger Acquiror completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of this paragraph 2post-merger Acquiror’s stockholders having the right to exchange their shares for cash, “immediate family” securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares; and
(iv) eighteen (18) months after the Closing Date, the Transfer Restriction shall mean expire with respect to any Lock-Up Shares held by or subsequently acquired by the Stockholder that exceeds a spousetotal share ownership in post-merger Acquiror of 50.1% on a fully-diluted basis.
(c) Notwithstanding the foregoing, domestic partnerif at any time the sale price of the Acquiror Common Stock equals or exceeds $20.00 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the Closing Date, child (including by adoption)then the date of commencement as well as the end date, father, mother, brother or sister, in each casewhere applicable, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning each period set forth in Rule 405 under Sections 2(b)(i), 2(b)(ii), 2(b)(iii) and 2(b)(iv) shall be accelerated by three (3) months;
(d) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the Securities Act equity securities of 1933Acquiror by way of stock split, as amended. Holder further agrees to execute such agreements as may be reasonably requested stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by PubCo that are consistent with the foregoing or that are necessary to give further effect theretoany other means.
(be) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo Acquiror shall refuse to recognize any such purported transferee of the Restricted Securities Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo Acquiror may impose stop-transfer instructions with respect to the Restricted Securities of Holder Lock-Up Shares (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the First Lock-Up Period, the Second Lock-Up Period and the Lock-Up Period, as applicable.
(cf) During the applicable Lock-Up Period, each certificate (if any are issued) evidencing any Restricted Securities Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5AUGUST 26, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), ) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities.”
(dg) For the avoidance of any doubt, Holder the Stockholder shall retain all of its rights as a shareholder of PubCo Acquiror with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Restricted Securities.
(e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options.
(f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up PeriodShares.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 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 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 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 180 days after the date hereof and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of 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 Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (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 (each, a “Permitted Transferee”):
(i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates;
(ii) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;
(iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;
(viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period;
(ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and
(x) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of PubCo Ordinary Shares by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such agreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto.
(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.
(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5[●], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities.
(d) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities.
(e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii2.2(h)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options.
(f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period.
Appears in 1 contract
Samples: Lock Up Agreement (Satellogic Inc.)
Lock-Up Provisions. (a) Holder hereby agrees not to, without Notwithstanding the prior written consent of PubCo provisions set forth in accordance with Section 2(h2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-up Shares during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 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 180 days after the date hereof; (C) with respect up Period to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 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 180 days after the date hereof and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) sell, offer to sell, contract Acquiror’s officers or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of 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 Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holderdirectors, (ii) enter into to any swap or other arrangement that transfers to another, in whole or in part, any Affiliates of the economic consequences of ownership of the Restricted Securities owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or Stockholder; (iii) publicly announce any intention to effect any transaction specified in clause respect of (i) or (ii) (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 (each, a “Permitted Transferee”):
(i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates;
(ii) in the case of an individual, transfers by gift to members a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of one of the such individual’s immediate family, an affiliate Affiliate of such person individual or to a charitable organization;
; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual;
(iv) in the case of an individual, transfers by operation of law ; or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vii) in the case of an entity, transfers by virtue of the laws of the state State of Delaware or the entity’s organization and the entity’s organizational documents Stockholder limited partnership agreement upon dissolution of the entity;Stockholder.
(viiib) the exercise The Stockholder hereby agrees that it shall not, and shall cause any of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and its Permitted Transferees not to, Transfer any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period;
(ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and
(x) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of PubCo Ordinary Shares by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan (the “Transfer Restriction”), except in accordance with the following:
(i) during the First Lock-Up Period; provided, however, that it the Transfer Restriction shall be a condition expire with respect to any transfer pursuant to clauses ten million (i10,000,000) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject (the “First Tranche”), upon the earlier to occur of (i) the date on which the last reported sale price of the Acquiror Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the Closing Date or (ii) one year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the provisions First Tranche after the expiration of this the First Lock-Up AgreementPeriod);
(ii) during the Second Lock-Up Period, and that there the Transfer Restriction shall be no further transfer of such expire with respect to an additional twenty million (20,000,000) Lock-Up Shares except in accordance with this (the “Second Tranche”), upon the earlier to occur of (i) the date on which the last reported sale price of the Acquiror Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 330 days after the Closing Date or (ii) eighteen months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to the Second Tranche after the expiration of the Second Lock-Up Agreement. For purposes Period);
(iii) on the date on which post-merger Acquiror completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of this paragraph 2post-merger Acquiror’s stockholders having the right to exchange their shares for cash, “immediate family” securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares; and
(iv) eighteen (18) months after the Closing Date, the Transfer Restriction shall mean expire with respect to any Lock-Up Shares held by or subsequently acquired by the Stockholder that exceeds a spousetotal share ownership in post-merger Acquiror of 50.1% on a fully-diluted basis.
(c) Notwithstanding the foregoing, domestic partnerif at any time the sale price of the Acquiror Common Stock equals or exceeds $20.00 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the Closing Date, child (including by adoption)then the date of commencement as well as the end date, father, mother, brother or sister, in each casewhere applicable, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning each period set forth in Rule 405 under Sections 2(b)(i), 2(b)(ii), 2(b)(iii) and 2(b)(iv) shall be accelerated by three (3) months;
(d) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the Securities Act equity securities of 1933Acquiror by way of stock split, as amended. Holder further agrees to execute such agreements as may be reasonably requested stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by PubCo that are consistent with the foregoing or that are necessary to give further effect theretoany other means.
(be) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo Acquiror shall refuse to recognize any such purported transferee of the Restricted Securities Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo Acquiror may impose stop-transfer instructions with respect to the Restricted Securities of Holder Lock-Up Shares (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the First Lock-Up Period, the Second Lock-Up Period and the Lock-Up Period, as applicable.
(cf) During the applicable Lock-Up Period, each certificate (if any are issued) evidencing any Restricted Securities Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5[●], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), ) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities.”
(dg) For the avoidance of any doubt, Holder the Stockholder shall retain all of its rights as a shareholder of PubCo Acquiror with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Restricted Securities.
(e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options.
(f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up PeriodShares.
Appears in 1 contract
Lock-Up Provisions. (a) Holder hereby agrees not toNotwithstanding any terms to the contrary in the Engagement Letter, without and subject to the prior written consent of PubCo in accordance with Section 2(h)exceptions set forth herein, during the period (the “Lock-Up Period”) commencing from the Closing and ending on on:
(i) with respect to one-third (1/3) of the earlier Lock-up Shares, the earliest of (Ax) the one five (1) year 5)- month anniversary of the date of the Closing; Closing (Bthe “Expiration Date”), (y) the date on which the closing price of the PubCo Ordinary New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which the PubCo Ordinary Shares are listed such shares then trade) equals or exceeds $20.00 12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations, reorganizations and recapitalizations and after the likeClosing) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 180 days after the Closing, and (z) the date hereof; after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (Ca “Change of Control”);
(ii) with respect to 25% one-third (1/3) of the Restricted Securities owned by HolderLock-up Shares, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the PubCo Ordinary New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which the PubCo Ordinary Shares are listed such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations, reorganizations and recapitalizations and after the likeClosing) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 180 days after the date hereof and (B) subsequent to the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and
(iii) with respect to one-third (1/3) of the Lock-up Shares, the earliest of (x) the Expiration Date, (y) the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, the closing price of the New Plum Common Shares on the Nasdaq (or other similar transaction that results in all of PubCo’s shareholders having the right to principal stock exchange their PubCo Ordinary Shares for cash, securities or other property: (iquotation service on which such shares then trade) sell, offer to sell, contract equals or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of 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 Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (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 (each, a “Permitted Transferee”):
(i) in the case of an entity, transfers (A) to another entity that is an affiliate exceeds $17.50 per share (as defined in Rule 405 promulgated under the Securities Act of 1933equitably adjusted for stock splits, as amended) of the undersignedstock dividends, (B) as part of a distribution to members, partners or shareholders of the undersigned reorganizations and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates;
(ii) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;
(iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;
(v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
(vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;
(viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period;
(ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and
(x) the entry, by the Holder, at any time recapitalizations after the effective time of the Merger, of any trading plan providing for the sale of PubCo Ordinary Shares by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(cClosing) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such agreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto.
(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder twenty (and Permitted Transferees and assigns thereof20) until the end of the Lock-Up Period.
trading days within any thirty (c30) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities.
(d) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities.
(e) Holder hereby acknowledges and agrees that, upon trading day period commencing after the Closing, each of Holder’s Company Options outstanding immediately prior to and (z) the Closing, whether vested or unvested, shall automatically and without any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii) of the Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to such Company Options.
(f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions date after the effective time Closing on which the Purchaser consummates a Change of the Merger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period.Control;
Appears in 1 contract
Samples: Lock Up Agreement (Veea Inc.)
