Lockup of Shares. The Shareholder hereby agrees that he will not, except as provided herein, prior to the third Anniversary Date, sell (including without limitation in a short sale), transfer, assign or dispose of (by gift or otherwise) (collectively, "Transfer"), other than Permitted Transfers, any of the Restricted Shares (the "Transfer Restriction"). Notwithstanding the foregoing, the Restricted Shares shall cease to be subject to the Transfer Restriction in accordance with the following provisions:
Lockup of Shares. The Shareholder will not sell in a public or private transaction or in any other way divest himself of any Shares, Future Shares or unexercised Options of the Company now owned or which may be acquired during the term of this Agreement, whether ownership is of direct or indirect interest.
Lockup of Shares. (a) Until the first year anniversary of the date of this Agreement, neither Superfly nor Seller will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Lenco Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of Lenco Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.
(b) From the first year anniversary of the date of this Agreement through the second year anniversary of the date of this Agreement, neither Superfly nor Seller will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, more than 2,500,000 shares of Lenco Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of more than 2,500,000 shares of Lenco Common Stock, whether any such aforementioned transaction is to be settled by delivery of shares of Lenco Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.
(c) In furtherance of the foregoing, Superfly and Seller authorize Lenco and its transfer agent and registrar to decline to make any transfer of shares of Lenco Common Stock if such transfer would constitute a violation or breach of this .
(d) Superfly and Seller agree that the certificates representing Lenco Common Stock issued in connection with this Agreement may bear a restricted legend similar to the following: THE TRANSFER, SALE, PLEDGE OR HYPOTHECATION OF THE SHARES COVERED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A LOCK UP AGREEMENT ENTERED INTO IN CONNECTION WITH AN ASSET PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THIS CERTIFICATE. A COPY OF THE ASSET PURCHASE AGREEMENT CAN BE OBTAINED FROM THE ISSUER.
Lockup of Shares. The Stockholder agrees that during the term of this Agreement, he, she, or it will not sell in excess of the number of the Stockholder Shares in accordance with the following formula:
a. From the date of this Agreement through the date ninety days following the Closing, the Stockholder shall sell none of the Stockholder Shares in the market.
b. Thereafter, the number of Stockholder Shares which can be sold by the Stockholder, together with any of the Stockholder Shares publicly sold by the Stockholder during the preceding 90 days, shall not exceed the Stockholder's proportionate share of 200,000 shares as determined by the stockholder's original proportionate share of the 2,071,170 shares; provided that no Stockholder Shares shall be sold by the Stockholder in excess of 12.5% of the average daily reported volume in such class of shares during the five trading days prior to such sale, and further provided that no Stockholder Shares shall be sold for less than $1.50 per share. Notwithstanding the selling restrictions set forth in this Paragraph 1(b), if after one year from the date of this Agreement, any shareholder who, as a former shareholder of eWorldMedia received shares through the Reorganization Agreement, resells such shares in the public market under Rule 144 at less than $1.50 per share, the Stockholder may thereafter sell the Stockholder Shares at less than $1.50, subject to compliance with the remaining provisions of this paragraph.
c. Any purchaser of the Stockholder Shares in the open market shall not be subject to the provisions of this Agreement so long as such person does not solicit or arrange for the solicitation of the Stockholder Shares with the Stockholder.
Lockup of Shares. (a) Seller hereby agrees, that without the prior written consent of AEFI during the period beginning on December 3, 2010 (the “Lockup Date”) and ending 24 months after such date (the “Lockup Period”), Seller will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any Shares, beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Seller on the date hereof or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Shares (each of the foregoing, a “Prohibited Sale”).
(b) Notwithstanding the foregoing, Seller (and any transferee of Seller) may transfer any Shares (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in writing to be bound by the restrictions set forth herein, (ii) to any trust, partnership, corporation or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that prior to such transfer a duly authorized officer, representative or trustee of such transferee agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) to non-profit organizations qualified as charitable organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (iv) to its shareholders as a distribution of corporate assets, special dividend or return of capital, or (v) if such transfer occurs by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic o...
Lockup of Shares. Audited Financial Statements; Financial Data.
Lockup of Shares. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, during the period beginning on the final Closing Date of the offering and ending on the fifteen (15) month anniversary thereof (the “Lockup Period”), each Purchaser will not directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any portion of the Shares, beneficially owned, within the meaning of Rule 13d-3 under the Exchange Act, by such Purchaser or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any portion of the Shares, whether or not any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Shares
Lockup of Shares. Until one year following the filing of a registration statement (the “Registration Statement”) by the Company with the Securities and Exchange Commission (the “SEC”), the Shareholder hereby agrees that he will not, (and will cause any immediate family member of (i) the Shareholder or (ii) the Shareholder’s spouse, living in the Shareholder’s household not to), without the prior written consent of the Company (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire the Shares, or securities exchangeable or exercisable for or convertible into the Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the Shareholder (or such spouse or family member), or publicly announce an intention to do any of the foregoing (the “Initial Lockup Period”). These restrictions on resale of the Shares shall be in addition to any limitations pertaining to the resale of the Shares by the Shareholder pursuant to Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended. The Shareholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Shares or securities convertible into or exchangeable or exercisable for the Shares held by the Shareholder except in compliance with the foregoing restrictions.
Lockup of Shares. In consideration of the grant of this option and in connection with any underwritten registration of securities of the Company under the Act. The Optionee hereby agrees in writing not to sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company purchased by Optionee upon the exercise of this Option, during such period (not to exceed 180 days following the effective date (the “Effective Date”) of the registration statement of the Company filed under the Act) as may be requested by the Company or the representative of the underwriters. For purposes of this restriction, the Optionee will be deemed to own securities which (i) are owned directly or indirectly by the Optionee, including securities held for the Optionee’s benefit by nominees, custodians, brokers or pledgees; and (ii) may be acquired by the Optionee within sixty (60) days of the Effective Date.
Lockup of Shares. This Agreement shall pertain only to the shares of common stock issued by the Parent Company to the Shareholder pursuant to the terms of the Acquisition Agreement (hereinafter referred to as the "Shares"). For a period of two years from the effective date of the proposed registration statement to be filed by the Company with the Securities and Exchange Commission (the "SEC") to offer and sell shares of the Company's common stock, including the Shares, the Shareholder agrees that it will not publicly sell more than 1,319,445 of the Shares during any ninety (90) day period following the original effective date of such registration statement.
