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. 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. Each of the Vendor and the Company jointly and severally agrees and undertakes to the Purchaser and the Main Board Listco that it shall:
Lock-up Undertakings. Each Vendor hereby severally and individually undertakes to the Purchaser and the Company that it shall not, and shall procure that his/her/its Affiliate(s) shall not, without the prior written consent of the Company, at any time during the Lock-up Period (as defined in paragraph 9.2 below):
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;
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 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 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:
Lock-up Undertakings
