Common use of Restriction on Sales of Shares Clause in Contracts

Restriction on Sales of Shares. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period of ninety (90) days after the date of the final prospectus (the “Lock-Up Period”), without the prior written consent of the Placement Agents (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 shares in the Company or any securities convertible into or exercisable or exchangeable for shares in the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares in the Company or any securities convertible into or exercisable or exchangeable for shares in the Company, other than pursuant to a registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares in the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this section shall not apply to (i) the issuance by the Company of Ordinary Shares upon the exercise of share options, warrants or the conversion of a security, in each case, that are outstanding on the date hereof or issued in the Offering, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations) or to extend the term of such securities; (ii) the grant by the Company of share options or other share-based awards, or the issuance of shares in the Company under any share compensation plan of the Company in effect on the date hereof; and (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the current business of the Company at such time and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Restriction on Sales of Shares. The Company, on behalf of itself and any successor entity, agrees that that, without the prior written consent of the Representative, it will not, for a period of ninety (90) 180 days after the date of the final prospectus this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agents (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 shares in of the Company or any securities convertible into or exercisable or exchangeable for shares in of the Company; (ii) file or cause caused to be filed any registration statement with the Commission relating to the offering of any shares in of the Company or any securities convertible into or exercisable or exchangeable for shares in of the Company; (iii) complete any offering of debt securities of the Company, other than pursuant entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to a registration statement on Form S-8 for employee benefit plans; another, in whole or in part, any of the economic consequences of ownership of shares of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iiiv) above is to be settled by delivery of shares in of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this section Section 3.18.1 shall not apply to (i) the Ordinary Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares upon the exercise of a share options, warrants option or warrant or the conversion of a security, in each case, that are security outstanding on the date hereof or issued hereof, which is disclosed in the OfferingRegistration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date hereof of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations) or to extend the term of such securities; , or (iiiii) the grant issuance by the Company of share options or other share-based awards, or the issuance shares of shares in the Company under any share equity compensation plan of the Company in effect on the date hereof; and (iii) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” in each of (as defined in Rule 144 under the Securities Actii) and carry no registration rights that require or permit (iii) above, the filing of any registration statement in connection therewith underlying shares shall be restricted from sale during the entire Lock-Up Period, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the current business of the Company at such time and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Restriction on Sales of Shares. The Company, on behalf of itself and any successor entity, agrees that that, without the prior written consent of the Representative, it will not, for a period of ninety six (906) days after months from the date of the final prospectus Closing Date (the “Lock-Up Period”), without the prior written consent of the Placement Agents (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 shares in of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares in of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares in of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock 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 capital stock of the Company, other than pursuant to a registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of shares in of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this section Section 3.20.1 shall not apply to (i) the Class A Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Class A Shares upon the exercise of share options, warrants a stock option or warrant or the conversion of a securitysecurity outstanding on the date hereof, of which the Representative has been advised in each casewriting, provided that are such securities outstanding on the date hereof or issued in the Offering, provided that such securities have not been amended since the date hereof of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share stock splits or combinations) or to extend the term of such securities; (iiiii) the grant issuance by the Company of share stock options or other share-based awards, or the issuance shares of shares in capital stock of the Company under (A) any share equity compensation plan of the Company in effect on the date hereof; and (iii) securities issued pursuant to acquisitions employees, officers, consultants or strategic transactions approved by a majority of the disinterested directors of the CompanyCompany for services rendered to the Company or (B) any stock options issued or to be issued to certain shareholders of the Company as disclosed in the Prospectus, provided that such securities are issued as “restricted securities” (as defined in Rule 144 under that, prior to the Securities Act) and carry no registration rights that require or permit the filing issuance of any registration statement in connection therewith during the Class A Shares under this subparagraph (B) to any person not delivering a Lock-Up PeriodAgreement pursuant to Section 2.5.44 hereof, the Company will use its reasonable best efforts to obtain the agreement of such person to not dispose, or agree to dispose, of any of Class A Shares for a period of two years from issuance; (iv) the transfer, issuance, sale or disposition of Class A Shares or any security convertible into or exercisable or exchangeable for Class A Shares pursuant to an investment in which a single strategic investor (and provided not an organization primarily engaged in the business of capital raising) that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the current business of the Company at such time and shall provide to the Company additional benefits in addition to the investment of fundsfunds acquires over twenty five percent (25%) of the fully diluted capitalization of the date thereof, but shall not include provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during six (6) months following the Closing Date; or (v) Class A Shares or other securities issued in connection with a transaction in which with an unaffiliated third party that includes a bona fide commercial relationship entered into at arms-length (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity provided that any such transaction involves solely existing business segments or business scope that the Company is issuing already operating in as described in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus and provided that such Class A Shares or other securities primarily for are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the purpose filing of raising capital or to an entity whose primary business is investing any registration statement in securitiesconnection therewith during six (6) months following the Closing Date.