Preferred Holders Lock-Up Clause Samples

Preferred Holders Lock-Up. (a) Immediately following the Closing Date, subject to applicable securities regulations, Front Four shall be permitted to Transfer up to one and one-half percent (1.5%) of the Covered Shares owned by Front Four or its Affiliates. Front Four agrees that, during the Lock-Up Period, it shall not, without the prior written consent of the Public Entity, Transfer any other Covered Shares owned by it or its Affiliates, other than to a Permitted Transferee (the “Front Four Lock-Up”); provided, however, that upon the occurrence of the Triggering Event, the Front Four Lock-Up shall automatically terminate, having no further force or effect whatsoever, without any further action by any Person. (b) Immediately following the Closing Date, subject to applicable securities regulations, each Non-Voting Holder shall be permitted to Transfer up to six percent (6%) of the Covered Shares owned by such Non-Voting Holder or its Affiliates. Each Non-Voting Holder agrees that, during the Lock-Up Period, it shall not, without the prior written consent of the Public Entity, Transfer the other Covered Shares owned by it or its Affiliates other than to a Permitted Transferee; provided, however, that each Non-Voting Holder shall be permitted to Transfer, beginning on the date that is six (6) months after the Closing Date, up to fifty percent (50%) of such other Covered Shares owned by it or its Affiliates on such date (the “Non-Voting Holders Lock-Up” and, together with the Front Four Lock-Up, the “Preferred Holders Lock-Up”); provided, further, that upon the occurrence of the Triggering Event, the Non-Voting Holders Lock-Up shall automatically terminate, having no further force or effect whatsoever, with respect to each Non-Voting Holder without any further action by any Person. (c) During the pendency of the Preferred Holder’s Lock-Up, the Preferred Holders will provide trading records with respect to Transfers of Covered Shares sold pursuant to the first sentences of Sections 2.2(a) and 2.2(b) for each Trading Day on which Transfers of such Covered Shares occur. The trading records will be provided not later than one Trading Day after the Settlement Date of such Transfers.