Management Lock-Up. Except as set forth on Schedule 4.17, the Company hereby agrees that, from the date hereof until the 90th day following the date hereof (such period, the “Restriction Period”), no member of the Board of Directors and no officer of the Company (such group, the “Management”) will offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Management or any Affiliate of such Management or any person in privity with such Management or any Affiliate of such Management), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock or Common Stock Equivalents beneficially owned, held or hereafter acquired by such Management. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, promptly upon the written request of a Purchaser, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this Section 4.17. The Company hereby acknowledges that the enforcement of this Section 4.17 is a material inducement to each Purchaser to complete the transactions contemplated by this Agreement and that each Purchaser and the Company shall be entitled to specific performance of the obligations pursuant to this Section 4.17.
Management Lock-Up. Notwithstanding anything in this Agreement to the contrary, each Holder who is a Management Holder acknowledges and agrees that he/she may be subject to a black-out period of longer duration than that applicable to the First Reserve Parties or other Holders in respect of such Underwritten Offering; provided that such black-out period shall be no more restrictive than that applicable to individual officers and directors of the Company or its Subsidiaries generally. If requested by the managing underwriter or underwriters of any such Underwritten Offering, such Management Holder shall execute a separate agreement to the foregoing effect.
Management Lock-Up. The Company hereby agrees that, from the date hereof until the date which is 270 days after the Closing (such period, the “Restriction Period”), no member of the Board of Directors and no officer of the Company (such group, the “Management”) will offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (collectively “Sell”) (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Management or any Affiliate of such Management or any person in privity with such Management or any Affiliate of such Management), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common Stock or Common Stock Equivalents beneficially owned, held or hereafter acquired by such Management; provided, however, that such Management is permitted to sell or dispose shares of Common Stock to the extent needed to satisfy or to generate proceeds to cover tax withholdings obligations regarding their receipt of vesting of Common Stock. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The Company hereby further agrees that, for a period of 15 months following the end of the Restriction Period no member of Management will (i) Sell any shares of Common Stock or Common Stock Equivalents unless such member of Management has provided at least three Business Days’ prior written notice to the Placement Agent or (ii) irrespective of such notice, Sell within any calendar month more than the lesser of (x) 10,000 shares of Common Stock or Common Stock Equivalents or (y) a number of shares of Common Stock or Common Stock Equivalents the VWAP of which on the day before such Sale is greater an $10,000. In order to enforce this covenant, promptly upon the written request of a Purchaser, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this Section 4.17. The Company hereby acknowledges that the enforcement of this Section 4.17 is a material inducement to each Purchaser to complete the transactions contemplated by this Agre...
Management Lock-Up a. Subject to Section 4.3(b), in the case of any of the Persons set forth on Schedule D, until March 26, 2020 (the “Management Lock-Up Period”), without the prior written consent of the Company, each such Person shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, with respect to any shares of Common Stock, warrants to purchase shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, if any or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, warrants to purchase Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, if any, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise.
b. Notwithstanding the foregoing, Section 4.3(a) shall not operate to restrict any (i) Transfer by any Person (A) in the case of an individual, by gift to one of the members of the individual’s immediate family or to a trust (provided, that the beneficiary of such trust is a member of one of the individual’s immediate family) or to an affiliate of such person, (B) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (C) in the case of an individual, pursuant to a qualified domestic relations order, (D) to the Company for no value for cancellation, (E) to any Seller Affiliated Transferee in accordance with this Agreement or (F) of Preferred Stock, (ii) in the case of any Seller Affiliated Transferee, distribution of any shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, to limited partners, general partners, members, stockholders or other equityholders of such Person or to such Person’s affiliates or to any corporation, partnership, limited liability company, trust, business entity or investment fund, customer account or other entity controlled by or under co...
Management Lock-Up. The Company will extend its current agreements so that no person identified on Schedule 4.14 will be permitted to sell shares of Common Stock prior to the Anniversary Date.
ARTICLE V LEGEND REMOVAL, TRANSFER, CERTAIN SALES, ADDITIONAL SHARES
Management Lock-Up. Each Lock-Up Party that is deemed a member of management of the Company on the Closing Date (each, a “Management Lock-Up Party”) agrees severally, and not jointly, with Acquiror not to effect any Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Securities Beneficially Owned or otherwise held by such Management Lock-Up Party during the Management Lock-Up Period (as defined below); provided, that such prohibition shall not apply to Transfers permitted pursuant to Section 2.2. The “Management Lock-Up Period” shall be 24 months from the Closing Date, in accordance with the following release schedule:
Management Lock-Up. On or prior to the Initial Closing Date, the Company will cause Yuchuan Liu to deliver “xxxx-xx” letters substantially in the form of Exhibit C (the “Management Lock-up Agreements”) pursuant to which such persons will agree not to sell any shares of common stock of the Company until the earlier of (i) the second anniversary of the Initial Closing date, or (ii) one hundred eighty (180) days following the date on which the Company’s listing on a Major Stock Exchange (as defined below) becomes effective.
Management Lock-Up. On or prior to the Initial Closing Date, the Company will cause Yxxxxxx Xxx to deliver “lock-up” letters substantially in the form of Exhibit C (the “Management Lock-up Agreements”) pursuant to which such persons will agree not to sell any shares of common stock of the Company until the earlier of (i) the second anniversary of the Initial Closing date, or (ii) one hundred eighty (180) days following the date on which the Company’s listing on a Major Stock Exchange (as defined below) becomes effective.
Management Lock-Up. On or prior to the Initial Closing Date, the Company will cause each of the members of the Company’s management team set forth on Schedule 4.05 to deliver “lock-up” letters substantially in the form of Exhibit C (the “Management Lock-up Agreements”) pursuant to which such persons will agree not to sell any shares of common stock of the Company until the second anniversary of the Initial Closing Date.
Management Lock-Up. The Company hereby agrees that, from the date hereof until the 60th day following the Initial Closing Date (such period, the “Restriction Period”), the Company will not take any action that would cause any member of the Board of Directors or Company officer (such group, the “Management”) to be released from the lock-up agreements disclosed in the Registration Statement. The Company hereby acknowledges that the enforcement of this Section 4.14 is a material inducement to each Purchaser to complete the transactions contemplated by this Agreement and that each Purchaser and the Company shall be entitled to specific performance of the obligations pursuant to this Section 4.14.
