Restriction on Transfer; Term. (a) The Affiliates hereby agree not to offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise, directly or indirectly) (each, a “Transfer”), any of the Lock-Up Shares until a date that is nine (9) months following the date that the Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the Commission (the “Lock-Up Period”). The Affiliates further agree that, during the twelve (12) months immediately following the Lock-Up Period, any Affiliate shall not Transfer more than one-twelfth (1/12) of such Affiliate’s total holdings of Common Stock as of the date hereof during any one (1) calendar month. Notwithstanding the foregoing, an Affiliate shall be permitted to engage in a Transfer in a private sale of the Lock-Up Shares after the Lock-Up Period, provided that such transferee agrees in writing to be bound by and subject to the terms of this Agreement.
(b) Notwithstanding the foregoing, the restrictions set forth in Section 1(a) above shall not apply to (A) transfers with the prior written consent of the Purchasers holding a majority of the Preferred Shares outstanding at such time or (B) the acquisition or exercise of any stock option issued pursuant to the Company’s stock option plans, including any exercise effected by the delivery of Common Stock of the Company held by the undersigned. None of the restrictions set forth in this Agreement shall apply to Common Stock acquired in open market transactions.
Restriction on Transfer; Term. The Shareholder hereby agrees with the Company that the Shareholder will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, any of the Securities (or any Common Stock of the Company issuable upon the exercise or conversion of any of the Securities) from the period commencing on the date hereof and expiring on the date that is six (6) months following the effective date of the registration statement filed by the Company with the Securities and Exchange Commission providing for the resale of the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants issued pursuant to the Purchase Agreement (the “Period”). Notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in the Company's certificate of incorporation, the undersigned may transfer any securities of the Company (including, without limitation, common stock) as follows: (i) pursuant to the exercise and issuance of options; (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; (iv) as a distribution to stockholders, partners or members of the undersigned, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth herein; (v) any transfer required under any benefit plans or the Company's amended and restated bylaws; (vi) as collateral for any loan, provided that the lender agrees in writing to be bound by the restrictions set forth herein; (vii) with respect to sales of securities acquired after the Closing Time in the open market; or (viii) to any of the Company's current stockholders, or members or stockholders of the Company's current stockholders, so long as the purchaser of those shares has agreed, or agrees, to be bound by a lock-up agreement in substantially the same form of this Lock-Up Agreement. For purposes of this agreement, “imme...
Restriction on Transfer; Term. The Purchaser hereby agrees not to offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise, directly or indirectly) (each, a “Transfer”), any of the Lock-Up Shares until the six-month anniversary of the date of this Agreement (the “Lock-Up Period”).
Restriction on Transfer; Term. Each Shareholder hereby agrees with the Company that such Shareholder will not (a) 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 or any securities convertible into or exercisable or exchangeable for Ordinary Shares, 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 Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise (each, a “Transfer”), any of the Lock-Up Shares and shall not Transfer any Lock-Up Shares until the date that is six (6) months from the date the Company is listed on any of: the NYSE, any tier of the NASDAQ Stock Market, or the NYSE Amex (the “Listing”) (the entire period referred to as the “Lock-Up Period”) except that during the Lock-Up Period each Shareholder may Transfer an amount up to five percent (5%) of such Shareholder’s Ordinary Shares..
Restriction on Transfer; Term. The Shareholders hereby agree with the Company that the Shareholders will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, any of the shares of Common Stock from the period commencing on the Closing Date and expiring on the date that is six (6) months following the effective date of the registration statement filed by the Company with the Securities and Exchange Commission providing for the resale of the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants issued pursuant to the Purchase Agreement (the “Period”).
Restriction on Transfer; Term. The Shareholders hereby agree with the Company that the Shareholders will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, any of the shares of Common Stock for a period of one (1) year following the date of this Agreement (the "Period").
Restriction on Transfer; Term. Shareholder hereby agrees with the Company that such Shareholder will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of any Lock-up Shares, or enter into any transaction which is designed to, or might reasonably be expected to, have any such effect, directly or indirectly, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares (any of the foregoing actions, a “transfer”), or publicly disclose any intention to make any such transfer; provided, however, that the Shareholder shall be entitled to transfer the Lock-Up Shares either (a) after the date that the Registration Statement is declared effective (and only so long as such Registration Statement remains effective) on the open market or pursuant to block trades or (b) if the Registration Statement has not been declared effective within 30 days after the date hereof (or does not remain effective after such date), pursuant to any available exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”); provided, further, that, without the prior written consent of the Company (which consent may be provided via e-mail from the Company’s Chief Executive Officer or Chief Financial Officer), sales of the Lock-Up Shares in the aggregate on any given trading day shall not exceed 17.5% of the average daily trading volume of the common shares of the Company on the Nasdaq Global Select Market for the 30 trading days ending on the trading day immediately preceding such date (and Shareholder shall not solicit any such transfer that is not an open market sale), except that this limitation will not apply to block trades by the Shareholder; provided, however, that, notwithstanding anything in this Agreement to the contrary, without the prior written consent of the Company (which consent may be provided via e-mail from the Company’s Chief Executive Officer or Chief Financial Officer), no transfer that is not on the open market (including, without limitation, any block trades or trades pursuant to an exemption under the Securities Act) shall be permitted pursuant to this Agreement unless the amount per share of Common Shares (as defined below) received by the Shareholder in such transfer, prior to taking into account any fees, expenses or selling discounts, concessions or commissions, equals at least 95% of the ave...
Restriction on Transfer; Term. The Shareholders hereby agree with the Company that the Shareholders will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, any of the shares of Common Stock from the period commencing on the Closing Date and expiring on the date that is eighteen (18) months following the Closing Date (the “Period”); provided, however, that no Shareholder shall, during the twelve (12) months following the Period, sell more than one-twelfth (1/12th) of their total holdings of Common Stock during any one (1) month period.
Restriction on Transfer; Term. (a) Digital HKco’s Shareholder hereby agrees not to offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise, directly or indirectly) (each, a “Transfer”), any of the Lock-Up Shares until a date that is twelve (12) months following the date of the Closing of the Share Exchange Agreement (the “Lock-Up Period”).
(b) It is the intention of the parties hereto that this Lock-up Agreement shall create a first lien on the Lock-up Shares for the term of the Lock-Up Period to secure the indemnification obligations of Digital HKCo’s Shareholder under Article XI of the Share Exchange Agreement, which lien on the Lock-up Shares shall be enforceable in accordance with the New York Uniform Commercial Code in the event of any Claim under such Article XI. The provisions of Section 1(a) notwithstanding, such lien shall not be released during the pendency of any such Claim asserted by a third party unrelated to the Company prior to the end of the Lock-Up Period to the extent of the amount of such Claim, but shall otherwise be released at the end of the Lock-Up Period. The provisions of this Section 1(b) shall not be exclusive of any other remedies that the Company may have under the terms of the Share Exchange Agreement.
(c) Notwithstanding the foregoing, Digital HKco’s Shareholder may transfer Shares without the prior consent of the Company in connection with (a) transfers of Lock-up Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member, (b) transfers of Lock-up Shares to a charity or educational institution, (c) transfers of Lock-up Shares to any shareholder, partner or member of, or owner of similar equity interests in, Digital HKco’s Shareholder, and (d) transfers of Lock-up Shares to any corporation, partnership, limited liability company or other business entity controlled by or under common control with Digital HKco’s Shareholder, provided, in each case, that such transfer is not for value and does not violate the Securities Act of 1933, as amended, or applicable Chinese securities laws rules and regulations and further provided that prior to any transfer of Lock-up Shares under this Section 1(c), the transferee of suc...
Restriction on Transfer; Term. Each Management Shareholder hereby agrees with the Company that such Management Shareholder will not offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise, directly or indirectly) (each, a “Transfer”), any of the Lock-Up Shares and shall not Transfer such shares until the earlier of (i) two years from the date hereof and (ii) one hundred eighty (180) days following the date on which the Company’s listing on a Major Stock Exchange becomes effective. Notwithstanding the foregoing, the entry by the Management Shareholders into the Pledge Agreement of even date herewith and the performance by the Management Shareholders of their obligations under such Pledge Agreement shall not be deemed a Transfer in contravention of this Agreement.
