Lock-Up Terms Sample Clauses

Lock-Up Terms. (1) By entering into this Agreement, each INX Legacy Shareholder hereby agrees with each of INX, Xxxxx and the Agents to be subject to, and comply with, the Lock-Up Terms applicable to it based on the percentage of INX Legacy Shares (on an undiluted basis) held by it on the date hereof. (2) By entering into this Agreement, each INX Option Holder hereby agrees to with each of INX, Xxxxx and the Agents to be subject to, and comply with, the Lock-Up Terms applicable to it based on the percentage of INX Legacy Shares (on a partially diluted basis) held by it on the date hereof. (3) By entering into this Agreement, each INX Legacy Warrant Holder hereby agrees with each of INX, Xxxxx and the Agents to be subject to, and comply with, the Lock-Up Terms applicable to it based on the percentage of INX Legacy Shares (on a partially diluted basis) held by it on the date hereof.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Lock-Up Terms. (a) The Share Consideration, all proportionate and subordinate shares of PubCo issued pursuant to the Convertible Notes and all other shares issued by PubCo to any Person that received Share Consideration or shares issued pursuant to the Convertible Notes (such aggregate amount of shares and the shares into which such shares are converted into or exchanged for, the “Locked-Up Shares”) shall be subject to the transfer restrictions as set forth in this Section 5.15, as applicable as of and after the date of issuance thereof, and without the Resulting Issuer’s prior consent, no such Person shall (1) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell or otherwise dispose of, directly or indirectly, any Locked-Up Shares that have not been released from the transfer restrictions in this Section 5.15, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Locked-Up Shares that have not been released from the transfer restrictions in this Section 5.15, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of any Locked-Up Shares or such other securities, in cash or otherwise. The Locked-Up Shares automatically shall be released, without any action by any Person, from the transfer restrictions set forth in this Agreement as follows: (i) on the date of issuance, 20% of such newly issued Locked-Up Shares shall be immediately available, and shall not be subject to the transfer restrictions set forth herein; (ii) 15% of the Locked-Up Shares shall be released from the transfer restrictions set forth herein on the 90th day from and after the Closing Date; (iii) 15% of the Locked-Up Shares shall be released from the transfer restrictions set forth herein on the 180th day from and after the Closing Date; (iv) 15% of the Locked-Up Shares shall be released from the transfer restrictions set forth herein on the 240th day from and after the Closing Date; (v) 15% of the Locked-Up Shares shall be released from the transfer restrictions set forth herein on the 310th day from and after the Closing Date; and (vi) the balance of the Locked-Up Shares shall be released from the transfer restrictions set forth herein on the 400th day from and after the Closing Date. (b) Notwithstanding anything to the contrary set forth in this Section 5.15, if at any time after the Closing Date, any ...
Sample 1Sample 2
Lock-Up Terms. Except as otherwise stated herein, the Common Equity shall be restricted such that no transfers of any kind shall be permitted after Closing in the absence of Buyer’s prior written consent (“Lock-Up”). 28% of the Company Equity shall be released from Lock-Up 180 days after Closing, and the remaining 72% of the Company Equity shall be released in eight equal installments of 9% every six months thereafter until fully released (“Released Equity”). Sellers and/or their Permitted Designees, each on their own behalf, shall be free to sell, transfer, and/or assign the Released Equity in Sellers’ sole and exclusive discretion, subject only to Sellers’ compliance with all applicable laws and regulations.
Sample 1
Lock-Up Terms. SV3 and NESR affirm that the Shares are subject to the following restrictions (“Restrictions”): The Shares will not be transferred, assigned or sold until the earlier of one year after the NESR Closing and the date on which the closing price of NESR’s ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30- trading day period commencing 150 days after the NESR Closing (the “Lock Up Period”). Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after the NESR Closing, NESR consummates a (i) liquidation, merger, stock exchange or other similar transaction which results in all of NESR shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) consolidation, merger or other change in the majority of NESR’s management team.
Sample 1
Lock-Up Terms. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Stock Purchase Agreement (the “Agreement”) made as of July 28, 2021, and among Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Fxxxxxx Life Sciences Fund, L.P (the “Purchaser”). During the ninety (90) days beginning on the Closing Date (as such period may be extended by the Company pursuant to the terms set forth herein, the “Lock Up Period”), the Purchaser shall not, without the prior written consent of the Company, subject to the exceptions set forth below:
Sample 1
Lock-Up Terms. By entering into this Agreement, each INX Legacy Shareholder hereby agrees with each of INX, Valdy and the Agents to be subject to, and comply with, the Lock-Up Terms applicable to it based on the percentage of INX Legacy Shares (on an undiluted basis) held by it on the date hereof.
Sample 1

Related to Lock-Up Terms

  • Applicable Terms The following terms (the “Software License Terms”) apply to the Software purchased by Customer on the Purchase Document based upon the Software’s method of deployment (the “Deployment Type”). insightsoftware offers two Deployment Types:

  • Extended Terms Tenant shall have the right to extend the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

  • Amended Terms On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

  • Central Terms For Reference Only

  • General Terms For purposes of this Agreement the following terms shall have the following meanings:

  • Other Definitional Terms The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule, Exhibit and like references are to this Agreement unless otherwise specified.

  • OTHER TERMS OF THE AGREEMENT Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

  • Original Terms Unmodified The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser, and which has been delivered to the Custodian or to such other Person as the Purchaser shall designate in writing, and the terms of which are reflected in the related Mortgage Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, if any, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement, approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered to the Custodian or to such other Person as the Purchaser shall designate in writing and the terms of which are reflected in the related Mortgage Loan Schedule;

  • ADDITIONAL TERMS OF SETTLEMENT 24. This settlement is agreed upon in accordance with section 24.4 of MFDA By-law No. 1 and Rules 14 and 15 of the MFDA Rules of Procedure. 25. The Settlement Agreement is subject to acceptance by the Hearing Panel which shall be sought at a hearing (the “Settlement Hearing”). At, or following the conclusion of, the Settlement Hearing, the Hearing Panel may either accept or reject the Settlement Agreement. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at xxx.xxxx.xx. 26. The Settlement Agreement shall become effective and binding upon the Respondent and Staff as of the date of its acceptance by the Hearing Panel. Unless otherwise stated, any monetary penalties and costs imposed upon the Respondent are payable immediately, and any suspensions, revocations, prohibitions, conditions or other terms of the Settlement Agreement shall commence, upon the effective date of the Settlement Agreement. 27. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel: a) the Settlement Agreement will constitute the entirety of the evidence to be submitted respecting the Respondent in this matter; b) the Respondent waives any rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter before any court of competent jurisdiction; c) Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the contraventions described in this Settlement Agreement. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any contraventions that are not set out in this Settlement Agreement. Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations; d) the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to

  • ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS (a) This Contract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties. (b) SELLER's acknowledgment, acceptance of payment, or commencement of performance, shall constitute SELLER's unqualified acceptance of this Contract. (c) Unless expressly accepted in writing by LOCKHEED XXXXXX, additional or differing terms or conditions proposed by SELLER or included in SELLER's acknowledgment are objected to by LOCKHEED XXXXXX and have no effect. (d) The headings used in this Contract are inserted for the convenience of the parties and shall not define, limit, or describe the scope or the intent of the provisions of this Contract.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!