Lockup. (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FAST Acquisition Corp.), Lockup Agreement (FAST Acquisition Corp.)
Lockup. (a) During (i) In the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning as of on the Effective Time (as defined in the Merger Agreement) of the Merger Closing Date and continuing until to and including the earlier to occur of (i) date that is 180 days after the first anniversary of the Effective Time Closing Date, and (ii) in the Early Release case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (A) one year after the Closing Date and (B) if the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00) (as adjusted after the Closing for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (such periodin each case, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any sharesshares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Shareholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Shareholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
Appears in 2 contracts
Samples: Confidentiality and Lockup Agreement (Otonomo Technologies Ltd.), Confidentiality and Lockup Agreement (Software Acquisition Group Inc. II)
Lockup. Holder and each of Holder’s transferees agrees, in connection with the first registration of the Company’s securities under the 1933 Act, upon the Company’s request or the request of the underwriters managing any underwritten offering of the Company’s securities, not to (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectlylend, offer, pledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of, directly or indirectly, any shares of any shares, or any options or warrants to purchase any shares, Common Stock or any securities convertible into, into or exercisable or exchangeable for or that represent the right to receive shares, Common Stock (whether such shares or any interest such securities are then owned by Us or are thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the foregoingeconomic consequences of ownership of the Common Stock, whether now owned any such transaction described in clause (a) or hereinafter acquired(b) above is to be settled by delivery of Common Stock or such other securities, owned directly in cash or otherwise, without the Company’s prior written consent or the prior written consent of such underwriters, as the case may be, for such period of time (not to exceed 180 days or such other period as may be requested by the undersigned (including holding as a custodian) Company or with respect the underwriters to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be accommodate regulatory restrictions on the earlier of (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) from the effective date on which of such registration as the closing price of a share of Class A Common Stock equals Company or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day periodunderwriters may specify; provided, however, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or all (iix) the date on which Company’s officers and directors and (y) the Company completes a liquidation, merger, capital stock exchange, reorganization Company’s stockholders holding three percent (3%) or other similar transaction that results in all more of the Company’s stockholders having the right to exchange their shares of Class A total outstanding Common Stock for cash(treating all the Company’s convertible, exercisable and exchangeable securities or other propertyon an as-if converted to Common Stock basis) are bound by agreements that are no less restrictive. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Lock-Up Agreement and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder agrees that the Company may instruct the Company’s transfer agent to place stop-transfer notations in its records to enforce the provisions of this Lock-Up Agreement until the end of such period.
Appears in 2 contracts
Samples: Bloom Energy Corp, Bloom Energy Corp
Lockup. (a) During From and after the period beginning as date of this Agreement and until the second anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (plus one additional day for each Trading Day following the Effective Time Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Merger Registration Rights Agreement) required to be covered thereby) (the "Lockup Period"), the undersigned irrevocably agrees that, without the prior written consent of the Merger and continuing until the earlier to occur of Lead Investor, except as set forth below, it will not (iA) the first anniversary of the Effective Time and (ii) the Early Release Date (such periodoffer, the “Lock-Up Period”) and subject to Section 2.1(b)pledge, each Stockholder Party agrees not toloan, directly or indirectly, offerencumber, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, voluntarily make any short sale public announcement of a disposition offering or transfer, or otherwise transfer or dispose of, directly or indirectly, any of any shares, or any options or warrants to purchase any shares, or Holder’s Shares (including any securities convertible into, or exercisable or exchangeable for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company; or (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 the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The undersigned further agrees that it will not publicly disclose the intention to make any such offer, sale, pledge, redemption or disposition or to enter into any transaction described in the preceding sentence during the Lock-Up Period without, in each case, the prior written consent of the Lead Investor. In addition, the undersigned agrees that, without prior written consent of the Lead Investor, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration under the 1933 Act, of any Holder’s Shares or any security convertible into or exercisable or exchangeable for Holder’s Shares. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its Transfer Agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the Transfer Agent not to process any attempts by the undersigned to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, the undersigned may transfer any of Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that represent (i) each resulting transferee of such Holder's Shares executes and delivers to the right Lead Investor an agreement satisfactory to receive sharesthe certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto and (ii) the undersigned notifies the Investors at least two (2) business days prior to the proposed transfer or disposition.. Further, undersigned shall be permitted to pledge, encumber, or any create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the foregoingCompany and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would Short Sales” include, without limitation, any all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other propertyforeign regulated brokers.
Appears in 1 contract
Samples: Lock Up Agreement (THT Heat Transfer Technology, Inc.)
Lockup. (a) During Subject to Section 8.7(b), each of the period beginning holders (the “Lockup Holders”) of (i) shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of the Corporation issued (A) as consideration under that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as of December 13, 2021, by and among the Effective Time Corporation, Frontier Merger Sub, Inc., a Delaware corporation, Frontier Merger Sub II, LLC, a Delaware limited liability company, and Footprint International Holdco, Inc., a Delaware corporation (which, for all periods prior to the effectiveness of the First Merger (as defined in such Agreement and Plan of Merger) is referred to herein as the Merger Agreement“Constituent Corporation”) (the “Business Combination Transaction”), or (B) to directors, officers and employees of the Merger Corporation and continuing until other individuals upon the earlier to occur settlement or exercise of (i) restricted stock units, options or other equity awards outstanding as of immediately following the first anniversary closing of the Effective Time Business Combination Transaction in respect of awards of the Constituent Corporation outstanding immediately prior to the closing of the Business Combination Transaction (such shares referred to in Section 8.7(a)(ii), the “Legacy Equity Award Shares”), and (ii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cashPreferred Stock, securities par value $0.0001 per share (the “Class A Preferred Stock”), including the shares of Class A common stock issuable upon conversion of the Class A Preferred Stock, may not Transfer (as defined below) any Lockup Shares (as defined below) until the end of the Lockup Period (as defined below) (the “Lockup”). Notwithstanding anything to the contrary, in no event will a holder of shares of Class F common stock, par value $0.0001 per share, of the Corporation who receives shares of Class A common stock upon conversion thereof in connection with the closing of the Business Combination Transaction or other propertya holder of shares Class A common stock who purchased such shares pursuant to private placement in connection with the Business Combination Transaction be deemed to be a Lockup Holder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Holdings VIII Inc.)
Lockup. (a) During If the period beginning as Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier Warrants may not be sold, assigned or otherwise transferred to occur of any Person (i) in the first anniversary case of the Effective Time and Warrants, during the Exercise Period, (ii) as to any Qualifying Shares, during the Early Release period commencing on (x) in the case of any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and (y) in the case of __________ [*] Confidential Treatment Requested. any other Qualifying Shares, the date such Qualifying Share is purchased, and ending on the corresponding day in the thirtieth (30th) month following the Initial Vesting Date or the applicable purchase date, as applicable (or, if there is no such corresponding day in such thirtieth month, then the last day of such thirtieth month) and (iii) as to any Shares, during the period commencing on the date such Share is first issued ("Issue Date") and ending on the corresponding day in the thirtieth month following the Issue Date (or, if there is no such periodcorresponding day in such thirtieth month, then the “Lock-Up Period”) and subject to Section 2.1(blast day of such thirtieth month), each Stockholder Party except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) to an Affiliate of such Registered Holder that agrees in writing to be bound by the terms of this Agreement and (y) to a Person that is not toan Affiliate of such Registered Holder pursuant to a public offer made by such Person to acquire 50% or more of the outstanding shares of Common Stock. Further, directly or indirectly, offer, sell, contract if any designated Holder desires to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in pledge any of the foregoingWarrants, whether now owned any Qualifying Shares or hereinafter acquiredany Shares, owned directly then it shall be a condition to the effectiveness of any such pledge during the applicable of the foregoing periods that the pledgee agree in writing to be bound by the undersigned (including holding provisions of this Section 7.5 as a custodian) or with respect to which if it were the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other propertypledgor hereunder.
Appears in 1 contract
Samples: Warrant Agreement (Gemstar International Group LTD)
Lockup. (ai) During Subscriber agrees with the period beginning as of Company that (i) the Effective Time (as defined in the Merger Agreement) of the Merger and continuing Founder Shares may not be transferred, assigned or sold until the earlier to occur of: (A) one year after the consummation of the Business Combination and (iB) the first anniversary date following the completion of the Effective Time Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) the Early Release Date Private Placement Stock (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options shares of common stock issuable upon exercise of the Private Placement Stock) may not be transferred, assigned or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent sold until 30 days after the right to receive shares, or any interest in any consummation of the Business Combination. Notwithstanding the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 30-trading day period shall commence no earlier than the date that is commencing at least 150 days after the Closing Date Business Combination, the Founder Shares will be released from the lockup. If at any time, and for any reason, the Sponsor, or any other subscriber of Founder Shares or Private Placement Stock, receives terms more favorable than the restrictions contained in this Section 4(a) (iithe “Lock-Up Restrictions”), then such terms shall be equally applied to Subscriber’s Founder Shares and/or Private Placement Stock, as applicable, and the Lock-Up Restrictions contained herein shall be amended, without any further required action of the parties hereto, to reflect the more favorable Lock-Up Restrictions provided to the Sponsor or such other subscriber of Founder Shares and/or Private Placement Stock. The Securities shall contain a legend reflecting the foregoing lockup. Notwithstanding the first sentence hereinabove, transfers, sales and assignments of the Securities are permitted (i) to the date on which the Company completes a liquidationCompany’s officers or directors, merger, capital stock exchange, reorganization any affiliates or other similar transaction that results in all family members of any of the Company’s stockholders having officers or directors, the right Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any of their affiliates, officers, directors, direct and indirect equityholders; (ii) in the case of an individual, by gift to exchange their shares a member of Class A Common Stock for cashsuch individual’s immediate family or to a trust, securities the beneficiary of which is a member of such individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) private sales or transfers made in connection with the consummation of a Business Combination at price no greater than the price at which the applicable Securities were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of a Business Combination; (vii) to Subscriber’s affiliates, or any investment fund or other propertyentity controlled or managed by Subscriber, or to any investment manager or investment advisor of such Subscriber or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons (each of the foregoing, a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (v) and (vii), these Permitted Transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including these transfer restrictions.
Appears in 1 contract
Samples: Subscription Agreement (Innovatus Life Sciences Acquisition Corp.)
Lockup. (a) During If the period beginning as Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier Warrants may not be sold, assigned or otherwise transferred to occur of any Person (i) in the first anniversary case of the Effective Time and Warrants, during the Exercise Period, (ii) as to any Qualifying Shares, during the Early Release period commencing on (x) in the case of any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and (y) in the case of __________ [*] Confidential Treatment Requested. any other Qualifying Shares, the date such Qualifying Share is purchased, and ending on the corresponding day in the [*] following the Initial Vesting Date or the applicable purchase date, as applicable (or, if there is no such corresponding day in such [*], then the last day of such [*]) and (iii) as to any Shares, during the period commencing on the date such Share is first issued ("Issue Date") and ending on the corresponding day in the [*] following the Issue Date (or, if there is no such periodcorresponding day in such [*], then the “Lock-Up Period”) and subject to Section 2.1(blast day of such [*]), each Stockholder Party except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) to an Affiliate of such Registered Holder that agrees in writing to be bound by the terms of this Agreement and (y) to a Person that is not toan Affiliate of such Registered Holder pursuant to a public offer made by such Person to acquire 50% or more of the outstanding shares of Common Stock. Further, directly or indirectly, offer, sell, contract if any designated Holder desires to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in pledge any of the foregoingWarrants, whether now owned any Qualifying Shares or hereinafter acquiredany Shares, owned directly then it shall be a condition to the effectiveness of any such pledge during the applicable of the foregoing periods that the pledgee agree in writing to be bound by the undersigned (including holding provisions of this Section 7.5 as a custodian) or with respect to which if it were the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other propertypledgor hereunder.
Appears in 1 contract
Samples: Warrant Agreement (Gemstar International Group LTD)
Lockup. (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period, the “Lock-Up Period”) beginning at the Effective Time and subject continuing to Section 2.1(band including the earlier of (i) the date that is 12 months after the Closing Date (as defined in the Business Combination Agreement), or (ii) the date that the Closing Share Price (as defined below) exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period, each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesshares of Common Stock, together with any (i) securities paid as dividends or any options distributions with respect to such securities or warrants to purchase any shares, (ii) securities that are exchangeable or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any into shares of the foregoing, whether now owned or hereinafter acquiredCommon Stock, owned directly by the undersigned such Stockholder Party (including holding as a custodian) or with respect to which the undersigned such Stockholder Party has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered sharesCovered Securities”); provided that Covered Securities will not include an aggregate number of shares of Common Stock owned by the Stockholder Parties equal to (X) 1,650,000 shares, plus (Y) the number of shares of Common Stock issued to JanBella Group, LLC pursuant to Section 7.21 of the Business Combination Agreement, minus (Z) 557,692 shares, which may be sold or otherwise transferred by the Stockholder Parties without restriction pursuant to this Agreement. The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares Covered Securities even if such covered shares Covered Securities would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares Covered Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharesCovered Securities. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
Appears in 1 contract
Samples: Confidentiality and Lock Up Agreement (Insight Acquisition Corp. /DE)
Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) During such time as all of the period beginning Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (b) nine months after such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Time Date of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Merger Registration Rights Agreement) of required to be covered thereby) (the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period"Lockup Period"), the “Lock-Up Period”) and subject to Section 2.1(b)Holder irrevocably agrees it will not offer, each Stockholder Party agrees not topledge, directly or indirectly, offerencumber, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares, or of its Holder’s Shares (including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or any interest representing the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in any writing of the foregoing, whether now owned or hereinafter acquired, owned directly stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the undersigned (including holding as a custodian) Holder to resell or with respect to which the undersigned has beneficial ownership within the rules and regulations transfer any Holder’s Shares under any registration statement, Rule 144 or otherwise in violation of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other propertythis Agreement.
Appears in 1 contract
Lockup. (a) During the period beginning as of on the Effective Time and ending on the date that is the earliest of (i) six months after the Closing Date (as defined in the Merger Business Combination Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and ), (ii) the Early Release Date date on which the closing price of the shares of New Parent Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least 90 days after the Closing Date, (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of New Parent Common Stock for cash, securities or other property (a “Liquidity Event”), and (iv) if after the Effective Time a third party makes a tender offer or similar transaction to all of the Company’s stockholders to acquire at least 50.1% (which minimum condition shall be non-waivable) of the outstanding shares of New Parent Common Stock for cash, securities or other property (a “Third Party Tender”), the last day on which shares of New Parent Common Stock may be tendered or otherwise committed in connection with such Third Party Tender, provided that, in the case of this clause (iv), (x) the Lock-Up Period shall expire only for the purpose of tendering or otherwise committing shares of New Parent Common Stock in the Third Party Tender itself and not otherwise transacting in such shares outside the Third Party Tender and (y) if such Third Party Tender is not completed, the Lock-Up Period shall be revived and continue in accordance with its terms (such periodperiod described in the first sentence of this clause (a), the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesshares of New Parent Common Stock, or any options or warrants to purchase any sharesshares of New Parent Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive sharesshares of New Parent Common Stock, or any interest in any of the foregoing, whether now owned which as of or hereinafter acquired, immediately following the Effective Time are owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
Appears in 1 contract
Samples: Stockholder Support Agreement (Andretti Acquisition Corp.)
Lockup. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees, for the benefit of the Company and Parent, that, without the written consent of Parent (a) During or, if applicable, Pubco (as defined below), during the period beginning as of on the Effective Time closing date (as defined in the Merger Agreement“Closing Date”) of the Merger and continuing until ending fifteen (15) months after the earlier Closing Date (the “Initial Lockup Period” and the Initial Lockup Period as extended by a Trigger Event (as defined below), the “Lockup Period”), provided that the Initial Lockup Period is subject to occur extension upon the occurrence of any Trigger Event such that the Lockup Period shall expire on the fifteen (i15) the first month anniversary of the Effective Time Trigger Event, and shall apply to any Parent Successor Securities (ii) the Early Release Date (as such periodterm is defined below), the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not toundersigned 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, make purchase of any short 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 sharestransaction or device that is designed to, or could be expected to, result in the disposition by any options person at any time in the future), any securities of Parent (each, a “Parent Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned on the date hereof or warrants to purchase hereafter acquired or (ii) enter into any shares, swap or other agreement or any securities convertible intotransaction that transfers, exchangeable for in whole or that represent in part, directly or indirectly, the right economic consequence of ownership of any Parent Security, whether any such swap or transaction described in clause (i) or (ii) above is to receive shares, or be settled by delivery of any interest in any Parent Security (each of the foregoing, whether now a “Prohibited Sale”). This Letter Agreement shall apply to all Parent Securities owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect shares of Parent’s common stock issued to which the undersigned has beneficial ownership within in connection with the rules Merger and regulations all Parent Successor Securities. For purposes of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectivelythis Letter Agreement, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release DateTrigger Event” shall be on the earlier of (i) defined as the date the Parent consummates a reverse merger transaction with an entity (“Pubco”) whose securities are traded on which a national securities exchange or over the closing price of counter market pursuant to a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction that results asset purchase agreement; and “Parent Successor Securities” shall be defined as securities of Pubco issued to the undersigned in all of connection with the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other propertyTrigger Event.
Appears in 1 contract
Lockup. From and after the date of this Agreement and through and including the twelve (a12) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first month anniversary of the Effective Time and Closing Date under the Stock Purchase Agreement (ii) the Early Release Date (such period“Lockup Period”), the “Lock-Up Period”) and subject to Section 2.1(b)Holder irrevocably agrees it will not offer, each Stockholder Party agrees not to, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares, or of the Holder’s Shares (including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or representing the rights to receive, the Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order on all of the Holder’s Shares, (y) notify its transfer agent in writing of the stop order and the restrictions on the Holder’s Shares under this Agreement and direct the transfer agent not to process any interest in attempts by the Holder to resell or transfer any of the Holder’s Shares in violation of this Agreement. Notwithstanding the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) may sell or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of otherwise transfer Holder’s Shares: (i) as a bona fide gift or gifts or pledge or pledges, provided that the date on which Holder provides prior written notice of such gift or gifts or pledge to the closing price of a share of Class A Common Stock equals Company and the Investors and the donee or exceeds $12.00 per share donees or pledgee or pledgees (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the likecase may be) for any 20 trading days within any 30 consecutive trading day periodthereof agree to be bound by the restrictions set forth herein; provided, that any such 30 trading day period gifts or pledges shall commence no earlier than not, in the date that is 150 days after aggregate (adding up all such gifts and pledges), exceed eight percent (8%) of the Closing Date outstanding shares of Common Stock at the time of any such gift or pledge; and (ii) on death by will or intestacy to the date on undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the Company completes undersigned and a liquidation, merger, capital stock exchange, reorganization member or other similar transaction that results in all members of the Companyundersigned’s stockholders having immediate family, provided that the right transferee thereof agrees to exchange their shares of Class A Common Stock for cash, securities or other propertybe bound by the restrictions set forth herein. 4.
Appears in 1 contract
Lockup. (a) During From and after the period beginning as date of this Agreement and through and including the six month anniversary of the Effective Time Date of the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement during which either (1) the Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of the Registrable Securities (as defined in the Merger Registration Rights Agreement) of registered on such Registration Statement) (the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period“Lockup Period”), the “Lock-Up Period”) and subject to Section 2.1(b)Holder irrevocably agrees it will not offer, each Stockholder Party agrees not to, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares, or of its Holder’s Shares (including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or any interest in any of representing the foregoingrights to receive, whether now owned or hereinafter acquiredHolder’s Shares), owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of except for Holder’s Shares (i) transferred pursuant to will, the date on which laws of decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the closing price direct or indirect benefit of a share the undersigned or the immediate family of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day periodundersigned; provided, however, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or any Holder’s Shares transferred pursuant to items (ii) and (iii) of this letter shall be subject to the date on which same restrictions set forth in this letter. In furtherance thereof, the Company completes will (x) place a liquidationstop order on all Holder’s Shares covered by any registration statements, merger, capital stock exchange, reorganization or other similar transaction that results (y) notify its transfer agent in all writing of the Companystop order and the restrictions on such Holder’s stockholders having Shares under this Agreement and direct the right transfer agent not to exchange their shares process any attempts by the Holder to resell or transfer any Holder’s Shares under such registration statements or otherwise in violation of Class A Common Stock for cash, securities or other propertythis Agreement.
Appears in 1 contract
Lockup. (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of Subscriber shall not transfer, assign or sell (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned Founder Shares or hereinafter acquired, owned directly by the undersigned any Class A Common Stock issuable upon conversion thereof (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon to an affiliate of Subscriber that is subject to the exercise of such warrants (collectively, same restrictions as set forth in this Agreement) until the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier earliest of (iA) one year following the date on which closing of Business Combination (or for such shorter period as may apply to the Sponsor) and (B) subsequent to Business Combination, (x) if the closing price of a share of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splitsshare sub-divisions, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar adjustments) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 30-trading day period shall commence no earlier than the date that is commencing at least 150 days after the Closing Date Business Combination, or (iiy) the date on which the Company completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders our public shareholders having the right to exchange their ordinary shares of Class A Common Stock for cash, securities or other propertyproperty and (ii) any of its Private Placement Warrants and Class A Common Stock issued upon conversion or exercise thereof (other than to an affiliate of Subscriber that is subject to the same restrictions as set forth in this Agreement) until 30 days after the closing of the Business Combination. Notwithstanding the foregoing, (i) in the event the foregoing transfer restrictions relating to the Founder Shares or Private Placement Warrants (or the Class A shares to which such securities relate) are changed as applicable to the Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and the consummation of the IPO, the foregoing transfer restrictions shall be deemed replaced and superseded by the actual transfer restrictions imposed on such securities in effect at the consummation of the IPO and (ii) in the event the Sponsor or any of its affiliates are no longer subjected to the foregoing transfer restrictions with respect to such securities at any time, then Subscriber’s corresponding securities shall also no longer be subjected to such restrictions to the extent the Sponsor or its affiliates are no longer subjected to such restrictions and in proportionate amount commensurate with its relative ownership of the Founder Shares and Private Placement Warrants (or any securities into which they have been converted). Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict Subscriber from transferring, assigning or selling any of the Public Warrants purchased in the IPO or any securities of the Company purchased by Subscriber in the public markets or in private transactions with third parties following the IPO.
Appears in 1 contract
Samples: Forward Purchase Agreement (Compass Digital Acquisition Corp.)
Lockup. (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of at the Effective Time and (i) with respect to fifty percent (50%) of the Covered Securities (as defined below), to and including the date that is 180 days after the Closing Date, and (ii) with respect to the Early Release remaining fifty percent (50%) of the Covered Securities, to and including the earlier of (x) the date that is 180 days after the Closing Date and (y) the date on which the closing share price of the GCAC Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any consecutive 30-trading day period commencing at least 60 days after the Closing Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party Sponsor agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesshares of Common Stock, together with any (a) securities paid as dividends or any options distributions with respect to such securities or warrants to purchase any shares, (b) securities that are exchangeable or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any into shares of the foregoing, whether now owned or hereinafter acquiredCommon Stock, owned directly by the undersigned such Sponsor (including holding as a custodian) or with respect to which the undersigned such Sponsor has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered sharesCovered Securities”; provided that, with respect to HB, “Covered Securities” only shall mean HB’s Founder Shares (and, for the avoidance of doubt, shall not include any shares of Class A Common Stock or any other securities of GCAC now or hereafter owned by HB); and provided, further, that, for the avoidance of doubt, “Covered Securities” will not include any Founder Warrants or any shares of Common Stock issuable upon exercise thereof, for which such Sponsor shall separately be subject to certain lock-up restrictions under the letter agreement, dated January 29, 2021, between such Sponsor and GCAC). The foregoing restriction is expressly agreed to preclude such Stockholder Parties Sponsor from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares Covered Securities, even if such covered shares Covered Securities would be disposed of by someone other than such Stockholder PartiesSponsor. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares Covered Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharesCovered Securities. The For the avoidance of doubt, and notwithstanding the foregoing or else anything set forth in this Agreement, nothing contained herein shall apply in any way to any securities of GCAC acquired by HB in GCAC’s initial public offering (the “Early Release Date” shall be on the earlier IPO”) or in any open market transactions, including, without limitation, any shares of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all warrants comprising a part of the Company’s stockholders having units issued and sold by GCAC in the right to exchange their shares of Class A Common Stock for cash, securities or other propertyIPO.
Appears in 1 contract
Samples: Unpaid Expenses and Lock Up Agreement (Growth Capital Acquisition Corp.)
Lockup. Each Holder agrees, in connection with any registration by the Company of its securities for sale to the general public in an underwritten offering (a) During whether or not the period beginning as offering is pursuant to Section 5 hereof and whether or not such Holder is participating in such offering), that, upon request of the Effective Time (as defined underwriters managing any such offering, such Holder will agree in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees writing not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale sales of or otherwise dispose of any shares, Registrable Securities (other than that included in the registration) without the prior consent of such underwriters for such period of time as may be reasonably requested by the underwriters. The period of time that the lockup shall apply to the Holders shall not extend for more than ninety (90) days following the effective date of the applicable registration statement and shall commence on (a) if the Holders have or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent are offered the right to receive sharesparticipate in such offering as provided or contemplated by Section 3 with the priority provided or contemplated by Section 4.1(a), or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splitspreliminary prospectus is first distributed in connection with such offering, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than if the date that applicable registration statement is 150 not declared effective within thirty (30) days after the Closing Date commencement of such period, the lockup shall not apply from the end of such thirty (30) day period until the applicable registration statement is declared effective, or (iib) otherwise, the date on which the applicable registration statement is declared effective. Notwithstanding anything in this Section 12.1 to the contrary, the obligations under this Section 12.1 shall apply only to the extent that each executive officer and director of the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all holding Common Stock of the Company’s stockholders having , holders of 5% or more of the right to exchange their shares of Class A Company's Common Stock for cashwho are Affiliates of the Company and other participants in such registration (collectively the "Lockup Persons") shall enter into similar lockup agreements that are no more favorable to such Lockup Persons than those applicable to the Holders and which have a duration the same as that applicable to the Holders. In the event that the Company or the managing underwriter(s) shall release any such Lockup Persons from the requirements of any such lockup agreement, securities or other propertyeach Selling Holder shall be entitled to a corresponding pro rata release from its lockup.
Appears in 1 contract
Lockup. (a) During From and after the period beginning as date of the Effective Time (as defined in the Merger Agreement) of the Merger this Agreement and continuing until through and including the earlier to occur of (i) the first one-year anniversary of the Effective Time date on which all “Registrable Securities” (as such term is defined in the Registration Rights Agreement entered into in connection with the Purchase Agreement), other than the 2007 Make Good Shares and 2008 Make Good Shares, have been registered for resale on Registration Statements declared effective by the Commission, or (ii) the Early Release two-year anniversary of the Closing Date (such periodthe “Lockup Period”), the “Lock-Up Period”) and subject to Section 2.1(b)Holder irrevocably agrees it will not offer, each Stockholder Party agrees not to, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares, or of its Holder’s Shares (including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or representing the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order on all Holder’s Shares covered by any interest registration statements, (y) notify its transfer agent in any writing of the foregoing, whether now owned or hereinafter acquired, owned directly stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the undersigned Holder to resell or transfer any Holder’s Shares under such registration statements or otherwise in violation of this Agreement. The foregoing shall not apply to (including holding as a custodiana) or any transfer with respect to which the Holder Shares to a person that agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (b) bona fide gifts, whether to charitable organizations or otherwise, provided the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (c) dispositions to any foundation, trust, partnership or the limited liability company, as the case may be, exclusively for the direct or indirect benefit of the undersigned has beneficial ownership within and/or the rules and regulations immediate family of the U.S. Securities and Exchange Commission other than warrants held by Sponsor undersigned, provided that such person (or shares received by Sponsor upon the exercise trustee of such warrants trust) agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (collectivelywith a copy thereof to the Investors), (d) dispositions by a partnership to a partner of such partnership, provided such partner agrees in writing to be bound by the “covered shares”terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors) and (e) dispositions by a limited liability company to a member of such company, provided such member agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.
Appears in 1 contract
Samples: Lock Up Agreement (Equicap Inc)
Lockup. Each holder of Registrable Securities agrees that in connection with any firm commitment public offering of the Atlantic Capital Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days in the case of an initial public offering (“IPO”) or 90 days in the case of any registration other than an IPO), (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such periodoffer, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offerpledge, sell, contract to sell, pledge, grant any option or contract to purchase, make purchase any short sale option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of any shares, or any options or warrants to purchase any shares, Atlantic Capital Common Stock or any securities convertible into, exercisable for or exchangeable for or that represent the right to receive sharesshares of Atlantic Capital Common Stock, or (b) enter into any interest swap or other arrangement that transfers to another, in whole or in part, any of the foregoingeconomic consequences of ownership of such securities, whether now owned or hereinafter acquired, owned directly by the undersigned any such transaction described in clause (including holding as a custodiana) or with respect (b) above is to which the undersigned has beneficial ownership within the rules and regulations be settled by delivery of the U.S. Securities and Exchange Commission Atlantic Capital Common Stock or such other than warrants held by Sponsor securities, in cash or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”)otherwise. The foregoing restriction is expressly agreed provisions of Section 4.4 shall not apply to preclude sales of Registrable Securities to be included in such Stockholder Parties from engaging in any hedging offering pursuant to Section 1.1, Section 1.2 or Section 2, and shall be applicable to the holders of Registrable Securities only if Atlantic Capital, all officers and directors of Atlantic Capital as well as all stockholders owning more than 5% of Atlantic Capital’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other transaction agreements as may be reasonably requested by the Company or the managing underwriter which is designed to are consistent with the foregoing or which reasonably could are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4.4, each holder of Registrable Securities shall be expected released, pro rata, from any lock-up agreement entered into pursuant to lead this Section 4.4 in the event and to the extent that the managing underwriter or result in a sale Atlantic Capital permit any discretionary waiver or disposition termination of the covered shares even if such covered shares would be disposed restrictions of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitationany lock-up agreement pertaining to Atlantic Capital, any short sale officer, director or any purchase, sale or grant holder of any right (including, without limitation, any put or call option) with respect to any greater than 5% of the covered shares or with respect to any security that includes, relates to, or derives any significant part outstanding Atlantic Capital Common Stock. Atlantic Capital and all of its value from such covered shares. The “Early Release Date” officers and directors shall be on enter into a customary lock-up agreement in connection with an underwritten public offering of Registrable Securities if reasonably requested by the earlier of (i) the date on which the closing price of a share of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other propertyunderwriters.
Appears in 1 contract
Samples: Securities Purchase Agreement (Atlantic Capital Bancshares, Inc.)
Lockup. (a) During From and after the period beginning as date of this Agreement and through and including the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first one year anniversary of the Effective Time and (ii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on Effective Date of the Registration Statement resulting in not less than seventy-five (75%) percent of all the Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the closing price Registration Statement is not effective or (2) the prospectus forming a portion of a share the Registration Statement is not available for the resale of Class A Common Stock equals or exceeds $12.00 per share all Registrable Securities (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and defined in the likeRegistration Rights Agreement) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date required to be covered thereby) or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Registrable Securities can be sold without volume restrictions under Rule 144 (the "Lockup Period"), the Holder irrevocably agrees it will not offer, pledge, encumber, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Shares), except for the sale of the Holder’s Shares to the Successor pursuant to the Call Option Agreement dated the date hereof, which is subject to the provisions set forth below on transfers. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Shares, including those which are covered by a registration statement, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Shares under this Agreement and direct the Transfer Agent not to process any attempts by the Holder to resell or transfer any Shares under any registration statements, rule 144, or otherwise in violation of this Agreement. Notwithstanding the foregoing, or anything to the contrary contained herein, subject to the provisions set forth in the following sentence, the Successor may transfer Shares to his wife or children (a “Permitted Holder”). Any transfer of Shares permitted hereunder shall be subject to the following: (a) the transferor shall give prior notice of such intended transfer to each of the Transfer Agent and the Company’s stockholders having , (b) such transfer is subject to the right prior undertaking by each of Successor and each Permitted Holder (as applicable) with the Company, Transfer Agent and Investors that such transferred Shares are subject in all respects to exchange their shares the obligations and restrictions on Shares under this Agreement in place of Class A Common Stock the relevant transferor (including the placing on such Shares of a restrictive legend) and (c) such transferor shall remain liable for cashany breach by such Permitted Holder or, securities or other propertyin the case of a transfer pursuant to the Call Option, the Successor, of any provision hereunder.
Appears in 1 contract
Lockup. (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and Subscriber shall not transfer, assign or sell (iii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned Founder Shares or hereinafter acquired, owned directly by the undersigned any Class A Common Stock issuable upon conversion thereof (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon to an affiliate of Subscriber that is subject to the exercise of such warrants (collectively, same restrictions as set forth in this Agreement) until the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier earliest of (iA) one year following the date on which closing of Business Combination (or such shorter restricted period as may apply to the Sponsor),and (B) subsequent to Business Combination, (x) if the closing price of a share of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splitsshare sub-divisions, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar adjustments) for any 20 trading days within any 30 consecutive trading day period; provided, that such 30 30-trading day period shall commence no earlier than the date that is commencing at least 150 days after the Closing Date Business Combination, or (iiy) the date on which the Company completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders our public shareholders having the right to exchange their ordinary shares of Class A Common Stock for cash, securities or other propertyproperty or (ii) any of its Private Placement Warrants and Class A Common Stock issued upon conversion or exercise thereof until 30 days after the closing of the Business Combination. Notwithstanding the foregoing, (i) in the event the foregoing transfer restrictions relating to the Founder Shares or Private Placement Warrants (or the Class A shares to which such securities relate) are changed as applicable to the Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and the consummation of the IPO, the foregoing transfer restrictions shall be deemed replaced and superseded by the actual transfer restrictions imposed on such securities in effect at the consummation of the IPO and (ii) in the event the Sponsor or any of its affiliates are no longer subjected to the foregoing transfer restrictions with respect to such securities at any time, then Subscriber’s corresponding securities shall also no longer be subjected to such restrictions to the extent the Sponsor or its affiliates are no longer subjected to such restrictions and in proportionate amount commensurate with its relative ownership of the Founder Shares and Private Placement Warrants (or any securities into which they have been converted).
Appears in 1 contract
Samples: Form of Anchor Subscription Agreement (Compass Digital Acquisition Corp.)
Lockup. (a) During From and after the period beginning as date of this Agreement and through and including the one year anniversary of the Effective Time Date of a Registration Statement resulting in all Registrable Securities (as defined in the Merger Registration Rights Agreement) being covered by a then effective registration statement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Merger and continuing until Registration Statement is not available for the earlier resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to occur of be covered thereby) (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period“Lockup Period”), the “Lock-Up Period”) and subject to Section 2.1(b)Holder irrevocably agrees it will not offer, each Stockholder Party agrees not to, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares, or of its Holder’s Shares (including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or any interest in any of representing the foregoingrights to receive, whether now owned or hereinafter acquiredHolder’s Shares), owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares. The “Early Release Date” shall be on the earlier of except for Holder’s Shares (i) transferred pursuant to will, the date on which laws of decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the closing price direct or indirect benefit of a share the undersigned or the immediate family of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day periodundersigned; provided, however, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or any Holder’s Shares transferred pursuant to items (ii) and (iii) of this letter shall be subject to the date on which same restrictions set forth in this letter. In furtherance thereof, the Company completes will (x) place a liquidationstop order on all Holder’s Shares covered by any registration statements, merger, capital stock exchange, reorganization or other similar transaction that results (y) notify its transfer agent in all writing of the Companystop order and the restrictions on such Holder’s stockholders having Shares under this Agreement and direct the right transfer agent not to exchange their shares process any attempts by the Holder to resell or transfer any Holder’s Shares under such registration statements or otherwise in violation of Class A Common Stock this Agreement. In the event the Company files two Registration Statements which are subsequently declared effective by the Commission, and following the one year anniversary of the Effective Date of the second such Registration Statement, all Registrable Securities are not yet effective, then the percentage of the Holder’s Shares which shall remain subject to this Section 4 shall correspond to the percentage of Registrable Securities (as defined in the Registration Rights Agreement) which are not yet then registered for cash, securities or other propertyresale on an effective Registration Statement.
Appears in 1 contract