Lock-Up Restriction. Subject to the consummation of the Merger and Section 4.5, each Sponsor Party covenants and agrees that it shall not, during the Applicable Period, without the prior written consent of the Company Board, effect, undertake, enter into or publicly announce any Lock-Up Transfer; provided, however, if any Company Shareholder enters into an agreement relating to the subject matter set forth in this Section 4.2 on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver, amendment, or written consent of the Company Board), then the less restrictive terms and conditions shall apply to the Sponsor Parties. For the avoidance of doubt, each Sponsor Party shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Securities during the Lock-Up Period, including, without limitation, the right to vote any Lock-Up Securities that are entitled to vote and the right to receive any dividends or distributions in respect of such Lock-Up Securities.
Appears in 2 contracts
Samples: Sponsor Support and Lock Up Agreement (VinFast Auto Pte. Ltd.), Sponsor Support and Lock Up Agreement (Black Spade Acquisition Co)
Lock-Up Restriction. Subject to the consummation of the Merger and Section 4.5, each Sponsor Party Company Shareholder covenants and agrees that it shall not, during the Applicable Period, without the prior written consent of the Company Board, effect, undertake, enter into or publicly announce any Lock-Up Transfer; provided, however, if any Company Shareholder enters into an agreement relating to the subject matter set forth in this Section 4.2 on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver, amendment, or written consent of the Company Board), then the less restrictive terms and conditions shall apply to the Sponsor PartiesCompany Shareholders. For the avoidance of doubt, each Sponsor Party Company Shareholder shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Securities during the Lock-Up Period, including, without limitation, the right to vote any Lock-Up Securities that are entitled to vote and the right to receive any dividends or distributions in respect of such Lock-Up Securities.
Appears in 2 contracts
Samples: Shareholders Support and Lock Up Agreement (VinFast Auto Pte. Ltd.), Shareholder Agreements (Black Spade Acquisition Co)
Lock-Up Restriction. Subject to the consummation of the Merger and Section 4.56.5, each Sponsor Party Subscriber covenants and agrees that it shall not, during the Applicable Period, without the prior written consent of the Company Board, effect, undertake, enter into or publicly announce any Lock-Up Transfer; provided, however, if on or after the date hereof, any Company Shareholder enters into an agreement relating to the subject matter set forth in this Section 4.2 6.2 on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver, amendment, or written consent of the Company Board), then the less restrictive terms and conditions shall apply to the Sponsor PartiesSubscriber. For the avoidance of doubt, each Sponsor Party Subscriber shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Securities during the Lock-Up Period, including, without limitation, the right to vote any Lock-Up Securities that are entitled to vote and the right to receive any dividends or distributions in respect of such Lock-Up Securities.
Appears in 1 contract
Samples: Backstop Subscription Agreement (VinFast Auto Ltd.)