Lock-Up; Registration Rights Agreement Sample Clauses

Lock-Up; Registration Rights Agreement. (a) In respect of the Conversion Shares issuable or deliverable upon conversion of the Note, neither Seller nor any of its Subsidiaries (1) will offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, or reduce its economic risks with regard to, any Conversion Share, any options or warrants convertible or exercisable into Conversion Shares, or any other securities convertible into, exchangeable for or that represent the right to receive the Conversion Shares (except for transfer into and out of the Escrow Account pursuant to and in accordance with the Escrow Agreement) or (2) engage in any hedging or other transaction that is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Conversion Shares, including any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Conversion Shares or with respect to any security that includes, relates to, or derives any part of its value from the Conversion Shares (the “Lock-Up”). The term of the Lock-Up shall commence on the Closing Date and end on (i) the fifth anniversary of the Closing Date with respect to Conversion Shares representing 5% of the total issued and outstanding AsiaInfo Shares as of the Conversion Date, after giving effect to such conversion (the “Five Year Lock-Up Shares”) and (ii) the second anniversary of the Closing Date with respect to the remaining Conversion Shares, if any. Notwithstanding the foregoing, in the event that Purchaser enters into a merger, consolidation or acquisition with a competitor of Seller in the business of manufacturing and distributing personal computers and mobile phone handsets whereby such competitor acquires control of Purchaser (a “Seller Competitor Acquisition”), Seller shall be automatically released from this provisions of this Section 5.17(a). For the purpose of this section, “control” means beneficial ownership of more than 20% of the outstanding securities of Purchaser or the right to appoint more than one half of the members of the Purchaser’s board of directors. (b) Prior to Closing, Purchaser and Seller will enter into a registration rights agreement (the “Registration Rights Agreement”) providing, among other things, that once the Conversion Shares have been released from the Lock-Up restrictions in Section 5.17(a), Seller may, on not more than two occasions, require Purchaser to register the ...
Sample 1
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Lock-Up; Registration Rights Agreement. All of the Dividend Shares issued to Roomlinx Shareholders, pursuant to Section 2.7, as well as the stock issued to Cenfin LLC, shall be subject to the terms and conditions of a Lock-Up/Registration Rights Agreement in the form attached hereto as Exhibit N. The Shares shall be freely tradable immediately upon the expiration of any applicable lock-up period pursuant to such agreement. The Company hereby agrees that it shall cause the transfer agent to provide that each of the certificates and/or records evidencing the Dividend Shares and the Shares issued to the holders of the SP Common Stock pursuant to Section 3.1 shall have the following legend: “THESE SHARES ARE RESTRICTED BY THE COMPANY AND MAY NOT BE SOLD, SOLD SHORT, ARBITRAGED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED, OR OTHERWISE DISPOSED OF WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY UNTIL DECEMBER 31, 2015. ANY VIOLATION OF THIS LOCK-UP PROVISION WOULD BE IN VIOLATION OF THE FEDERAL SECURITIES LAWS.” Any Shareholder request to remove the above legend shall be in writing and all Shareholders will be treated fairly, appropriately and equally by the Board of Directors and Company counsel. All shares held by the Shareholders which are subject to the provisions of this Section 3.8 concerning the lock-up agreement and registration rights will be included in the same registration statement if the shares of any one such Shareholder are included in such registration statement.
Sample 1
Lock-Up; Registration Rights Agreement. (a) Unless otherwise agreed to in writing by Buyer in the form of a Release Notice or subject to clause (b) of this Section 8.4, during the twenty-four month period immediately following the Closing Date (the "Restriction Period"), none of the Sellers or the Trust shall be permitted to sell, transfer, convey, pledge or otherwise dispose of any of shares of Buyer Common Stock received by them pursuant to this Agreement. (b) Notwithstanding the foregoing, during the Restriction Period, each of the Sellers shall be permitted to sell, transfer, convey, pledge or otherwise dispose of its Pro Rata Portion of: (i) the number of shares of Buyer Common Stock (rounded down to the nearest whole share) equal to the quotient of (A) the difference between $25 million less the total Cash Consideration divided by (B) the Buyer Price, (ii) up to one-half of the Stock Consideration following the twelve month anniversary of the Closing Date, (iii) up to three quarters of the Stock Consideration (taking into account the amount of Stock Consideration released pursuant to clause (ii) above) following the eighteen month anniversary of the Closing Date and (iv) all of the Stock Consideration following the twenty-four month anniversary of the Closing Date. The operative agreement of the Trust shall provide that the Trust is not permitted to sell, transfer, convey, pledge or otherwise dispose of the Trust Consideration until the twenty-four month anniversary of the Closing Date, at which point the Trust Consideration will no longer be subject to the restrictions set forth in this Section 8.4. (c) At the Closing, Buyer and each of the Sellers shall enter into the Registration Rights Agreement, substantially in the form of Exhibit A hereto (the "Registration Rights Agreement"). (d) Notwithstanding anything to the contrary in Section 8.4(a), Sellers shall not be subject to the restrictions set forth in Section 8.4(a), and such restrictions shall terminate in their entirety, upon the Buyer taking a Prohibited Action without obtaining a Should Opinion with respect to such Prohibited Action. (e) Notwithstanding the provisions set forth in Section 8.4(a), in the event the Sellers are required to indemnify a Buyer Indemnitee pursuant to Article XI, the restrictions set forth in Section 8.4(a) shall terminate, but only with respect to the number of shares of Buyer Common Stock in the Escrow Account necessary to enable the Sellers to pay the indemnification obligations pursuant to Article XI...
Sample 1

Related to Lock-Up; Registration Rights Agreement

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Registration Rights Agreements As a further inducement for the Purchaser to purchase the Private Placement Shares, at the time of the completion of the IPO, the Company and the Purchaser shall enter into a registration rights agreement, substantially in the form of Exhibit B hereto, pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Amendment to Registration Rights Agreement (a) Section 1(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

  • Holders' Compliance with Registration Rights Agreement Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

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