Lock-Up Shares. The shares of XXXXXX Common Stock issued to the GSI Inside Shareholders (as defined below) shall be locked up for twelve (12) months after the Closing Date pursuant to the terms of the lock-up agreement which shall be substantially in the form of Exhibit A attached hereto (“Lock-Up Agreement”). Such Lock-Up Agreement shall provide that the GSI Inside Shareholders may sell twenty-five percent (25%) of the shares of XXXXXX Common Stock after six (6) months from the Closing Date and and seventy-five percent (75%) of the shares of XXXXXX Common Stock after twenty four (24) months from the Closing Date. “GSI Inside Shareholders” shall be defined as GSI’s officers, directors, employees, five percent (5%) shareholders and any affiliates of each of those parties.
Lock-Up Shares a. Pursuant to the terms of the Agreement, the undersigned will receive, in exchange for all of the shares of Company Common Stock (x) validly tendered (and not validly withdrawn) by them in the Offer as of the Acceptance Time and (y) owned by them at the First Effective Time, the Cash Consideration and shares of QVC Group Series A common stock, par value $.01 per share (“Parent QVC Series A Stock”), of Parent. The shares of Parent QVC Series A Stock issued to the undersigned in connection with the Offer and the First Merger in exchange for all shares of Company Common Stock tendered in the Offer or converted in the First Merger, other than Pro Ration Shares, are referred to herein as the “Lock-Up Shares.” “Proration
Lock-Up Shares. For purposes of this Agreement, a Holder’s Lock-up Shares shall be such Holder’s Group I Lock-up Shares, Group II Lock-up Shares and Group III Lock-up Shares, with the exact number of the Holder’s Lock-up Shares specified on the Holder’s signature page attached hereto. (i) A Holder’s Group I Lock-up Shares shall be equal to, with respect to a Holder that is not an Initial Insider, 50% of the total number of PubCo Common Shares that such Holder will receive in connection with the Merger under the Merger Agreement, and with respect to a Holder that is an Initial Insider, 50% of the number of its Parent Founder Shares, (ii) a Holder’s Group II Lock-up Shares shall be equal to, with respect to a Holder that is not an Initial Insider, the remaining 50% of the total number of PubCo Common Shares that such Holder will receive in connection with the Merger under the Merger Agreement, and with respect to a Holder that is an Initial Insider, the remaining 50% of the number of its Parent Founder Shares, and (iii) a Holder’s Group III Lock-up Shares shall be equal to the total number of the PubCo Common Shares underlying its Parent Private Units and Parent Working Capital Units. For the purpose of this paragraph, “Parent Founder Shares” shall mean 2,443,750 shares of Class B common stock of Parent, par value $0.0001 per share, held by the Sponsor and certain Initial Insiders. “Parent Private Units” shall mean 454,250 units of Parent, with each unit consisting of one Parent Class A Share, one Parent Warrant and one Parent Right that the Sponsor and US Tiger purchased at $10.00 per unit simultaneously with the consummation of the IPO. “Parent Working Capital Units” shall mean all Parent private units issuable upon conversion of the maximum aggregated amount of US$3,000,000 of working capital and extension loans, if any, at $10.00 per unit, upon the consummation of the Business Combination.
Lock-Up Shares. On the execution of this Agreement by the parties hereto, Employer agrees to release or cause the release of the 594,046 shares of Employer’s common stock held by Employee that are subject to that certain lock-up agreement dated September 30, 2008 from the contractual restrictions and covenants set forth in the Lock-Up.
Lock-Up Shares. The 1,000,000 Shares and the 800,000 Shares shall be locked up for a period of two years from issuance of the 1,000,000 Shares and the 800,000 Shares, respectively.
Lock-Up Shares. Pursuant to the terms of the Investment Agreement, upon the Closing, Purchaser will purchase the Purchased Shares from Liberty Media. The Purchased Shares purchased by and issued to Purchaser at the Closing are referred to herein as the “Lock-Up Shares.” This letter agreement shall only apply to the Lock-Up Shares, and shall not apply to any other shares of LMG Series C Stock acquired by Purchaser before or after the Closing.
Lock-Up Shares. Pursuant to the terms of the SPA 2, upon the closing of the transactions contemplated thereby, the Sellers (as defined in SPA 2), as a portion of the Consideration (as defined in SPA 2), will receive the Aggregate Note Principal (as defined in SPA 2) and a number of shares of LMG Series C Stock equal to the Adjusted Stock Component Amount (as defined in SPA 2). Any shares of LMG Series C Stock issuable upon exchange, redemption or other acquisition by Delta Topco of the Notes together with the shares of LMG Series C Stock equal to the Adjusted Stock Component Amount are referred to herein as the “Lock-Up Shares.” This letter agreement shall only apply to the Lock-Up Shares, and shall not apply to any other shares of LMG Series C Stock acquired by Sellers after the Closing of the Transaction.
Lock-Up Shares. “Lock-Up Shares” has the meaning set forth in Section 1.5(d).
Lock-Up Shares. The Holder, upon the date that the Lock-Up Period commences beneficially owns [●] Lock-up Shares.
Lock-Up Shares. LEADING KING GROUP LIMITED agrees that all its respective Shares shall have a two-month lock up period starting from the date of Closing (“Lock-up Shares”). The Lock-up Shares shall be issued and delivered to LEADING KING GROUP LIMITED through book entry by the Transfer Agent and bear a restrictive legend for such lock up. During the two- month lock-up period, LEADING KING GROUP LIMITED shall not offer, sell, or otherwise transfer or dispose of, directly or indirectly, any of such Lock-up Shares.
