Common use of Restriction on Sales of Ordinary Shares Clause in Contracts

Restriction on Sales of Ordinary Shares. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Underwriter, it will not, for a period of six (6) months from the Closing Date (the “Lock-Up Period”), (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Ordinary Shares of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.17.1 shall not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares to employees and/or consultants and/or commitment that exists at the time of entering certain engagement letter between the Company and the Underwriter, dated September 23, 2023, as amended, for securities to be issued in strategic transactions and/or transactions relating to the regular business activity of the Company; provided that, prior to the issuance of any such share options or Ordinary Shares of the Company that vest within the Lock-Up Period, each recipient thereof shall sign and deliver a Lock-Up Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Rectitude Holdings Ltd.), Underwriting Agreement (Rectitude Holdings Ltd.)

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Restriction on Sales of Ordinary Shares. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the UnderwriterRepresentative, it will not, for a period of six (6) months from the Closing Date (the “Lock-Up Period”), (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Ordinary Shares of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.17.1 shall not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares to employees and/or consultants and/or commitment that exists at the time of entering certain engagement letter between the Company and the UnderwriterRepresentative, dated September 23March 20, 2023, as amended, for securities to be issued in strategic transactions and/or transactions relating to the regular business activity of the Company; provided that, prior to the issuance of any such share stock options or Ordinary Shares of the Company that vest within the Lock-Up Period, each recipient thereof shall sign and deliver a Lock-Up Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (GoodFaith Technology Inc.)

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Restriction on Sales of Ordinary Shares. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Underwriter, it will not, for a period of six (6) months from the Closing Date (the “Lock-Up Period”), (i) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Ordinary Shares of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.17.1 shall not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares to employees and/or consultants and/or commitment that exists at the time of entering certain engagement letter between the Company and the Underwriter, dated September 23[ ], 2023, as amended, for securities to be issued in strategic transactions and/or transactions relating to the regular business activity of the Company; provided that, prior to the issuance of any such share options or Ordinary Shares of the Company that vest within the Lock-Up Period, each recipient thereof shall sign and deliver a Lock-Up Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Rectitude Holdings Ltd.)

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