Lock-up Undertaking Sample Clauses

Lock-up Undertaking. The Buyer agrees to enter into a customary lock-up undertaking in connection with the IPO in substantially the same form as entered into by the Sellers.

Lock-up Undertaking. Save for the lending of shares pursuant to the stock borrowing agreement (as defined in the prospectus to be issued by the Company), during the term of Proxy Term, without the prior written consent of the Investor, Bitauto shall not, and shall procure that its Controlled Affiliates will not: (a) offer, pledge, charge, sell, contract or agree to sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to purchase, grant, or purchase any option, warrant, contract or right to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend or otherwise transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, the Lock-up Shares; (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of subscription or ownership (legal or beneficial) of the Lock-up Shares, or any interest therein; (c) enter into any transaction with the same economic effect as any transaction described in paragraphs (a) or (b) above; or (d) offer to or contract to or agree to announce, or publicly disclosure that it will or may enter into any such transaction described in paragraphs (a), (b) or (c) above, whether any such transaction described in (a), (b) or (c) above is to be settled by delivery of the Lock-up Shares, in cash or otherwise (whether or not the settlement or delivery of such Lock-up Shares will be completed within the term of this Agreement) unless otherwise required by the Listing Rules or the applicable laws.

Lock-up Undertaking. The Subscriber has undertaken that without the prior written consent of the Company, it will not whether directly or indirectly, at any time during the Lock-up Period dispose of any legal or beneficial interests in the Subscription Shares. The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the existing Shares in issue as at the date of issue of the Subscription Shares. Application will be made to the Stock Exchange for the grant of the listing of, and permission to deal in the Subscription Shares. Completion of the Subscription Agreement shall be subject to and conditional upon the following:

Lock-up Undertaking. In order to facilitate any underwritten offering pursuant to the exercise of a demand registration right under Section 2.1, if required by the managing underwriter, Shareholder agrees that it will execute and cause any other Holders to execute an agreement with the underwriters restricting the sale of any Registrable Securities held by each Holder that are not sold pursuant to such offering for such period following the date of commencement of such offering as may be requested by the underwriters.

Lock-up Undertaking. The Seller agrees that it will not, without prior written consent of the Purchaser or other than in accordance with the provisions of this Section 15.4 for a period of three years following the Closing Date (i) directly or indirectly offer, sell contract to sell, loan, pledge, sell an option to buy, or buy an option to sell any of the Consideration Shares or otherwise assign or sell the Consideration Shares or (ii) enter into any transaction (including swap hedging, short sale or similar transactions) that transfers to a Third Party, in whole or in part, the economic risk of holding the Consideration Shares regardless of whether any such transaction is to be settled by delivery of shares, or in cash, or by other consideration. The foregoing restrictions will not apply to (i) a transfer of the Consideration Shares to the Seller's Affiliates, provided that such Affiliates agree to be bound by the preceding obligations pursuant to a written agreement reasonably acceptable to the Purchaser and containing the guarantees by such Affiliate corresponding to those set forth in Section 8.18; and (ii) a sale, transfer or disposal or other transaction of the kind referred to in sentence 1 of such number of the Consideration Shares equaling (a) up to 30 % of the aggregate number of Consideration Shares on or after the first anniversary of the Closing Date; (b) up to 60 % of the aggregate number of Consideration Shares on or after the second anniversary of the Closing Date; (c) up to 100 % of the aggregate number of Consideration Shares on or after the third anniversary of the Closing Date; and (iii) a sale, transfer or disposal or other transaction of the kind referred to in sentence 1 in connection with (a) a tender offer by Bucyrus International, Inc., or any of its Affiliates to re-purchase shares in Bucyrus International, Inc., applicable to all shareholders thereof, a capital decrease of Bucyrus International, Inc., or a redemption of shares in Bucyrus International, Inc., applicable to all shareholders thereof, regardless of the class of shares to which such offer, capital decrease or redemption may relate or (b) a spin-off, merger or the liquidation of Bucyrus International, Inc; and (iv) the acceptance of a public offer for the purchase of shares in Bucyrus International, Inc., by any Third Party which has been recommended by the board of directors or the shareholders of Bucyrus International, Inc., regardless of the class of shares to which such offer relates....

Lock-up Undertaking. 7.1 The Vendor and the Vendor’s Guarantor, jointly and severally, irrevocably and unconditionally, undertake to, and covenant with, the Purchaser that for the period commencing from the date of allotment and issue of the relevant Consideration Shares and ending on the expiry of six (6) months from the date of allotment and issue of the relevant Consideration Shares, the Vendor (or its nominee) shall not, and the Vendor’s Guarantor shall procure the Vendor (or its nominee) not to, directly or indirectly, offer, lend, sell, contract to sell, pledge, grant any option to purchase or otherwise transfer or dispose of any Consideration Shares (or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Consideration Shares) or enter into a transaction (including a derivative transaction) having an economic effect similar to that of a sale or enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Consideration Shares, whether any such transaction described above is to be settled by delivery of Consideration Shares or such other securities, in cash or otherwise or publicly announce any intention to offer, lend, sell, contract to sell, pledge, grant any option to purchase or otherwise transfer or dispose of any Consideration Shares (or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Consideration Shares) or enter into any swap or similar agreement described above or deposit any Consideration Shares (or any securities convertible into or exchangeable for Consideration Shares) in any depositary receipt facility. 7.2 For the avoidance of doubt, the Vendor (or its nominee) shall be entitled to other rights and interests of the Consideration Shares, including voting rights and the right to receive all dividends, distributions and other payments attached to the Consideration Shares, notwithstanding the undertaking given under Clause 7.1.

Lock-up Undertaking. 14.1 The right of the Sponsors to transfer their Founder Warrants, Special Shares, Capital Shares, Units, Warrants and Ordinary Shares or any interest therein or any securities convertible into or exercisable or exchangeable for, or substantially similar to, such securities is contractually restricted in accordance with the underwriting agreement for the Offering. 14.2 Subject to the exceptions described below, the investors in Special Shares and Founder Warrants (including the Promote Investors) have agreed that (x) the Special Shares and Ordinary Shares received as a result of the conversion of the Special Shares are not transferable, assignable or saleable until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) after completion of the Business Combination, if the closing share price of the Ordinary Share on Euronext Amsterdam equals or exceeds €12.00 per share (as adjusted for stock splits, stock dividends, reorganisations, recapitalisations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days following the completion of the Business Combination and (y) the Founder Warrants are not transferable, assignable or saleable until the 30 days following the completion of the Business Combination (the Lock-Up Period). Any Permitted Transferees would be subject to the same restrictions and other agreements of the initial holders of such securities. 14.3 Ordinary Shares received by an investor (including cornerstone investors) upon the exercise of Founder Warrants or Warrants will not be subject to any contractual restriction on transfer. 14.4 Transfer restrictions on Special Shares and Warrants acquired by an investor in the Offering (whether held directly or as part of Units) are not applicable to transfers: (a) to officers or directors of the Company, any Affiliates or family members of any of the officers or directors, any members or partners of a Sponsor or their Affiliates or related entities, any Affiliates or related entities of such Sponsor, or any employees of such Affiliates or related entities; (b) in the case of an individual, to either (i) a person / legal entity that directly, or indirectly through one or more intermediaries is Controlled by the person / individual (including, but without the requirement of Control, any family trust or similar that benefits the person / individual or any of the persons mentioned under (ii)) or (ii) a blood relative in the seco...

Lock-up Undertaking. 12.1 The right of the Sponsors to transfer their Founder Warrants, Special Shares, Davey Call Option, the Ordinary Shares obtained as a result of converting Special Shares, Ordinary Shares and Warrants acquired by HTP in the Offering and Special Shares or Ordinary Shares obtained through exercising the Davey Call Option (if exercised after completion of the Business Combination) is contractually restricted. 12.2 Subject to the exceptions described below, the Sponsors have agreed that (x) the Special Shares, the Davey Call Option (and the Special Shares received pursuant to the Davey Call Option or Ordinary Shares if the Davey Call Option is exercised after completion of the Business Combination) and Ordinary Shares received as a result of the conversion of the Special Shares or exercise of the Davey Call Option are not transferable, assignable or saleable until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) after completion of the Business Combination, if the closing share price of the Ordinary Share on Euronext Amsterdam equals or exceeds €12.00 per share (as adjusted for stock splits, stock dividends, reorganisations, recapitalisations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days following the completion of the Business Combination and (y) the Founder Warrants are not transferable, assignable or saleable until the thirty (30) days following the completion of the Business Combination. Any Permitted Transferees would be subject to the same restrictions and other agreements of the initial holders of such securities. 12.3 Subject to the exceptions described below, the lock-up undertaking provides that (x) the Ordinary Shares acquired by HTP in the Offering (whether held directly or as part of Units) are not transferable, assignable or saleable until 180 days following the completion of the Business Combination and (y) the Warrants acquired by HTP in the Offering (whether held directly or as part of Units) are not transferable, assignable or saleable until 30 days following the completion of the Business Combination. Any Permitted Transferees would be subject to the same restrictions and other agreements of the initial holders of such securities. 12.4 Ordinary Shares received by a Sponsor upon the exercise of Founder Warrants or Warrants or otherwise acquired outside the Offering will not be subject to any contractual restriction on transfer. 12.5 Transfer re...

Lock-up Undertaking. All holders of the Consideration Shares shall execute in favour of the Listco a deed of undertaking in the form set out in Schedule 8 hereto (“Lock-Up Undertaking”), pursuant to which he/she/it shall undertake not to transfer his/her/its interests in the relevant Consideration Shares as follows (“Lock-Up Period”): (a) in respect of the Completion Tranche Consideration Shares, for a period of six (6) months commencing from the date of allotment and issuance of the Completion Tranche Consideration Shares; (b) in respect of the First Tranche Consideration Shares, for a period of six (6) months commencing from the date of allotment and issuance of the First Tranche Consideration Shares; (c) in respect of the Second Tranche Consideration Shares, for a period of six (6) months commencing from the date of allotment and issuance of the Second Tranche Consideration Shares; and (d) in respect of the Third Tranche Consideration Shares, for a period of six (6) months commencing from the date of allotment and issuance of the Third Tranche Consideration Shares. The relevant Consideration Shares shall only be transferred from the Designated Securities Account after the expiry of each Lock-Up Period corresponding to each Tranche.

Lock-up Undertaking. The Warrant Shares may be subject to a 180 lock up undertaking towards the underwriter of the Company in the IPO, and the Holder hereby agrees that such Warrant Shares, upon exercise of this Warrant, shall be subject to such lock up undertaking and to sign and execute any and all lock up agreement provided by the underwriter in such IPO, provided other shareholders of the Company sign the same lock up agreement.