Restrictions During Lock-Up Period Sample Clauses

Restrictions During Lock-Up Period. During the period beginning on the date hereof and ending on the earlier of (i) the third (3rd) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of Spotify Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of Spotify Securities then collectively beneficially owned by the Investors and their respective controlled Affiliates (such period, the “Lock-Up Period”), the Investors shall not, and the Investors shall cause their respective controlled Affiliates not to, Transfer any Spotify Securities beneficially owned by them, except:
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Restrictions During Lock-Up Period. During the period beginning on the date hereof and ending on the earlier of (i) the third (3rd) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of TME Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of TME Securities then collectively beneficially owned by the Investors and their respective controlled Affiliates (such period, the “Lock-Up Period”), the Investors shall not, and the Investors shall cause their respective controlled Affiliates not to, Transfer any TME Securities beneficially owned by them, except:
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Restrictions During Lock-Up Period. During the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date (such period, the “Lock‑Up Period‑”), the Investor shall not Transfer any Investor Shares beneficially owned by it, except:
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Restrictions During Lock-Up Period. During the period beginning on the date hereof and ending on the earlier of (i) the third (3rd) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of TME Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of TME Securities then collectively beneficially owned by the Investors and their respective controlled CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83 Affiliates (such period, the “Lock-Up Period”), the Investors shall not, and the Investors shall cause their respective controlled Affiliates not to, Transfer any TME Securities beneficially owned by them, except:
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Restrictions During Lock-Up Period. During the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date (such period, the “Lock‑Up Period‑”), the Investor shall not Transfer any Investor Shares beneficially owned by it, except: (i) with the prior written consent of the Company (acting through its Board or a designated committee thereof); (ii) to a Permitted Transferee, subject to compliance with Section 3.03; (iii) pursuant to a Qualified Transfer; or (iv) to the extent necessary to satisfy the payment of any Losses in excess of the Cash Purchase Price that the Sellers are obligated to pay to the Buyer Indemnified Persons pursuant to the Purchase Agreement. (b) Notwithstanding anything in this Article III to the contrary, for so long as the Investor beneficially owns five percent (5%) or more of the outstanding Voting Securities of the Company, the Investor shall not Transfer any Investor Shares to (i) any Transferee if, after giving effect to the proposed Transfer, the proposed Transferee would beneficially own Voting Securities that represent, in the aggregate, five percent (5%) or more of the Total Voting Power, unless (A) such Transferee has filed a statement on Schedule 13G with the SEC with respect to its ownership of securities of the Company within the past two (2) years, (B) the proposed Transfer is in the context of a bona fide Underwritten Offering, or (C) (1) such Transferee represents that it is acquiring such shares for investment purposes only and with no intention of influencing control over the management, policies or operations of the Company and (2) prior to such Transfer, the Company shall have received a certificate (in form reasonably satisfactory to the Company) from such Transferee to such effect or (ii) any Prohibited Person; provided that 13 nothing in this Section 3.02(b) shall prohibit (w) the Investor from Transferring any Investor Shares through an open market brokerage transaction where the identity of the Transferee is unknown (which transactions may be undertaken without any obligation by the Investor to make any inquiry into such Transferee’s identity), (x) any Transfer of Investor Shares to a Permitted Transferee, subject to compliance with Section 3.03, (y) any Transfer of Investor Shares pursuant to a Qualified Transfer or (z) any transaction in which there is a change of control of Parent. (c) Notwithstanding anything in this Article III to the contrary, the Investor may pledge any Investor Shares pursuant to a ...
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Related to Restrictions During Lock-Up Period

  • Lock-Up Period Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Allocations During the Revolving Period During the Revolving Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders or the Holder of the Seller Interest and pay or deposit from the Collection Account the following amounts as set forth below:

  • Allocations During the Rapid Amortization Period During the Rapid Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders and pay or deposit from the Collection Account the following amounts as set forth below:

  • Extension of Restriction Period The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

  • Lock-Up Restrictions The Optionee hereby agrees to any lockup of the Shares which the Board of Directors of the Company requests when requested by an investment banker or underwriter providing financing to the Company.

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Release of D&O Lock-up Period If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.

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