Lock-up Undertakings Sample Clauses

Lock-up Undertakings. (a) During the period beginning from the date hereof and continuing to and including the date 365 days after the Closing Date (the “Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with to the SEC a registration statement under the Securities Act relating to, any securities of Puyi, including but not limited to any options or warrants to purchase Puyi Ordinary Shares or ADSs or any securities that are convertible into or exchangeable for, or that represent the right to receive, Puyi Ordinary Shares or ADSs or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Puyi Ordinary Shares or ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Puyi Ordinary Shares or ADSs or such other securities, in cash or otherwise (other than the Puyi Ordinary Shares or ADSs to be sold hereunder or pursuant to employee share option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of Puyi; The foregoing provisions shall not apply to (x) any registration statement on Form S-8 with respect to any employee share option plans existing on the date of this Agreement, (y) transactions relating to Puyi Ordinary Shares or ADSs or other securities acquired in the offering or otherwise in open market transactions, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Puyi Ordinary Shares or ADSs or other securities acquired in such transactions, or (z) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Puyi Ordinary Shares or ADSs, provided that (A) such plan does not provide for the transfer of Puyi Ordinary Shares or ADSs during the Lock-Up Period and (B) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or Puyi regarding the establishment of such plan, such announcement or filing shall include...

Lock-up Undertakings. ‌ 5.1 Subject to Clauses 3, 5.2 and 5.4 and the other terms of this Agreement and without prejudice to any undertakings a Consenting Bondholder has provided under a Standstill Agreement to which it is a party, with effect from the Effective Date, each Consenting Bondholder hereby undertakes in favour of the Issuer that it will (or, as applicable, will procure that a duly authorised representative (which in the case of members of the Ad Hoc Group, may include the AHG Advisors, to the extent applicable) or intermediary, proxy, sub-proxy or nominee (each, a “relevant person”) will) during the Lock-Up Period: 5.1.1 enter into good faith negotiations (which, in the case of members of the Ad Hoc Group, may be facilitated by the AHG Advisors) with the Issuer with a view to agreeing the Restructuring Documents; 5.1.2 vote (or cause the relevant person to vote) in favour of: (a) the Proposed Amendments at a Bondholder Meeting; (b) instructing the Bondholder Representative to implement the Proposed Restructuring and/or execute the Restructuring Documents, to the extent not prohibited by Sanctions; (c) any other matters requiring approval under the terms and conditions of the Bonds that are necessary (as determined by the Ad Hoc Group, which may be confirmed by the AHG Advisors) to implement the Proposed Restructuring; and (d) any other amendment, waiver, consent or other proposal necessary (as determined by the Ad Hoc Group, which may be confirmed by the AHG Advisors) to implement and consummate the Proposed Restructuring; 5.1.3 submit Eligibility Instructions in respect of its Locked-Up Bonds to the Information, Tabulation and Settlement Agent no later than ten days following the date on which the Issuer issues the Consent Solicitation Memorandum; 5.1.4 execute (within a reasonably requested applicable time period) any other document or notice, order or direction in a form agreed between the Ad Hoc Group (which may be confirmed on their behalf by the AHG Advisors) and the Issuer and/or its Advisors that is necessary to implement or otherwise give effect to the Proposed Restructuring; 5.1.5 not commence, take, support or actively assist (or request, instruct or procure that any other person commence, take, support or actively assist) any judicial, arbitration or regulatory proceedings that would reasonably be expected to impede, prevent or frustrate the implementation or consummation of the Proposed Restructuring; 5.1.6 not exercise any conversion rights or redempti...

Lock-up Undertakings. Each of the Vendor and the Company jointly and severally agrees and undertakes to the Purchaser and the Main Board Listco that it shall: 3.5.1 not convert or exercise the conversion rights attaching to such number of the Redeemable CPS issued to them pursuant to Clause 3.4.1 set out in the first column of the table below or offer, pledge, charge, whether fixed or floating, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend, make any short sale or otherwise transfer or dispose of (nor enter into any agreement to transfer or dispose of or otherwise create any options, rights, interests or Encumbrances in respect of), either directly or indirectly, conditionally or unconditionally, all or any of such number of the Redeemable CPS or any rights attaching thereto and shall charge in favour of the Main Board Listco such number of the Redeemable CPS under the InnoMed Owner CPS Charge during the lock-up period commencing from the date of issue of such Redeemable CPS up to the date set out against such number of the Redeemable CPS in second column of the table below (both dates inclusive): (1) Number of Redeemable CPS (2) Date 162,500,000 31 December 2011 162,500,000 31 December 2012 325,000,000 31 August 2013

Lock-up Undertakings. Each of the Vendor and the Company jointly and severally agrees and undertakes to the Purchaser that it shall: 3.5.1 procure that the InnoMed Owner shall not convert or exercise the conversion rights attaching to such number of the Redeemable CPS issued to them pursuant to Clause 3.4.1 set out in the first column of the table below or offer, pledge, charge, whether fixed or floating, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend, make any short sale or otherwise transfer or dispose of (nor enter into any agreement to transfer or dispose of or otherwise create any options, rights, interests or Encumbrances in respect of), either directly or indirectly, conditionally or unconditionally, all or any of such number of the Redeemable CPS or any rights attaching thereto and shall charge in favour of the Purchaser such number of the Redeemable CPS under the InnoMed CPS Charge during the lock-up period commencing from the date of issue of such Redeemable CPS up to the date set out against such number of the Redeemable CPS in second column of the table below (both dates inclusive): (1) Number of Redeemable CPS (2) Date 162,500,000 31 December 2011 162,500,000 31 December 2012 325,000,000 31 August 2013 3.5.2 subject to Clause 3.6, not convert or exercise the conversion rights attaching to the Redeemable CPS issued to the Vendor pursuant to Clauses 3.4.2 to 3.4.4 or offer, pledge, charge, whether fixed or floating, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend, make any short sale or otherwise transfer or dispose of (nor enter into any agreement to transfer or dispose of or otherwise create any options, rights, interests or Encumbrances in respect of), either directly or indirectly, conditionally or unconditionally, all or any of such Redeemable CPS or any rights attaching thereto and charge such Redeemable CPS in favour of the Purchaser under the Vendor CPS Charge during the lock-up period commencing from the date of issue of such Redeemable CPS up to 31 August 2013 PROVIDED THAT such number of the Redeemable CPS as equal to 4% of the Redeemable CPS issued to the Vendor under each of Clause 3.4.2, Clause 3.4.3 and Clause 3.4.4 shall not be subject to the restriction in this C...

Lock-up Undertakings. The Corporation will use its best efforts to cause its founders, officers, and directors, and certain significant shareholders of the Corporation, Organa Brands and Firefly to enter into undertakings in favour of the Agents on the Closing Date, pursuant to which each such Person will undertake to enter into lock up agreements in the event that the securities of the Corporation held by them are not subject to the escrow requirements under National Policy 46-201 – Escrow for Initial Public Offerings that may be imposed by the Stock Exchange in connection with the Liquidity Event. Any such lock-up agreement that is entered into shall be in a form satisfactory to the Corporation and the Agents, in both cases acting reasonably, pursuant to which each such Person will agree not to, directly or indirectly, sell, transfer or pledge, or otherwise dispose of or transfer the economic consequences of (or publicly announce any intention to do any of the foregoing), any securities of the Corporation until the date which is 180 days after the Listing Date, without the prior written consent of the Lead Agent (on behalf of the Agents), which consent shall not be unreasonably withheld or delayed.

Lock-up Undertakings. The Corporation will use its best efforts to cause its founders, officers, directors and significant shareholders to enter into undertakings in favour of the Agents on the Closing Date, pursuant to which each such Person will undertake to enter into lock up agreements in the event that the securities of the Corporation held by them are not subject to the escrow requirements under National Policy 46-201 – Escrow for Initial Public Offerings that may be imposed by the Stock Exchange in connection with the IPO. Any such lock-up agreement that is entered into shall be in a form satisfactory to the Corporation and the Agents, in both cases acting reasonably, pursuant to which each such Person will agree not to, directly or indirectly, sell, transfer or pledge, or otherwise dispose of or transfer the economic consequences of (or publicly announce any intention to do any of the foregoing), any securities of the Corporation until the date which is 180 days after the Listing Date, without the prior written consent of the Lead Agent (on behalf of the Agents), which consent shall not be unreasonably withheld or delayed.

Lock-up Undertakings. The Investor Shareholder hereby agrees and undertakes to CMD that, subject to Article 6.2, and for so long as the Shares remain listed on the Stock Exchange, without the prior written consent of the CMD and unless in compliance with the requirements of the Listing Rules, it will not, and will procure that none of its affiliates will, at any time during the Lock-up Period: (a) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, lend, grant or sell any option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose of, or agree to transfer or dispose of, either directly or indirectly, conditionally or unconditionally, any Consideration Shares (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Consideration Shares or such other securities or any interest in any of the foregoing); (b) 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 Consideration Shares; (c) enter into any transaction with the same economic effect as any transaction specified in Article 6.1(a) or Article 6.1(b) above; or (d) offer to or agree to or announce any intention to effect any transaction specified in Articles 6.1(a), 6.1(b) or 6.1(c) above, in each case, whether any of the transactions specified in Articles 6.1(a), 6.1(b) or 6.1(c) above is to be settled by delivery of Consideration Shares or in cash or otherwise (whether or not the delivery of such Consideration Shares will be completed within the Lock-up Period).

Lock-up Undertakings. The Subscribers undertake to and covenant with the Company that, without the prior written consent of the Company and unless in compliance with the requirements of the Listing Rules, the Subscribers shall not, in the period commencing on the date of the Completion and ending on the date which is 6 months from the date of the Completion, dispose of, or enter into any agreement to dispose of or otherwise create any Encumbrance in respect of, any of the Subscription Shares.

Lock-up Undertakings. The founders of 2MX Organic will be bound, as from the final completion of the Contribution, by a lock-up undertaking in respect of the ordinary shares they will hold, namely the ordinary shares resulting from the conversion of their A Shares and the ordinary shares which will be issued upon exercise of their A warrants, whereby (i) one third of the ordinary shares subject to the lock-up undertaking will be released immediately after the trading day on which the average daily price of the ordinary shares for 20 trading days over a period of 30 consecutive trading days (which 20 trading days need not be consecutive) is equal to or greater than €12 (ii) one third of the ordinary shares subject to the lock-up undertaking will be released if and when the average daily price of the ordinary shares for 20 trading days in a period of 30 consecutive trading days commencing on the first anniversary of the date of completion of the Business Combination (which 20 trading days do not need to be consecutive) is equal to or greater than €13; and (iii) all ordinary shares that have not yet been released from such lock-up undertaking will be released on the third anniversary of the date of completion of the Business Combination, it being specified that the aforementioned ordinary shares may be released earlier if the transfer of ordinary shares by a founder is made (x) with the prior written consent of Deutsche Bank AG and Société Générale or (y) in favour of one of its Affiliates (where "Affiliate" means any entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such founder and "Control" has the meaning set out in Article L. 233-3 of the French Commercial Code) (an "Authorised Transferee"), provided that such Authorised Transferee agrees to be bound by the above lock-up undertaking. It is also specified that under their agreements with InVivo Group, the founders will be bound by a 2-year lock-up undertaking on their 2MX Organic shares starting from the Completion Date. Following the completion of the Contribution and in addition to the above, Palizer (a company controlled by Imanes) will be bound by a six month lock-up undertaking in respect of the ordinary shares resulting from the conversion of its B Shares and the ordinary shares received upon exercise of its B warrants and in respect of the B warrants, it being specified that the B Warrants and/or above-mentioned ordinary shares may be rel...

Lock-up Undertakings. Xxxxxx will use its commercially reasonable efforts to obtain from its directors and senior officers a “lock-up” undertaking in the form attached as Schedule “C” at or prior to the Closing;