Common use of Securities Covenants Clause in Contracts

Securities Covenants. In the event any portion of the Purchase Price is in the form of P13 Shares or other shares of capital stock issued as part of a Change of Control Equivalent, such shares will be subject to the following: (a) the Optionee Shares shall be issued subject to such lock-up restrictions as set out in the lock-up agreement in form and substance attached hereto as Exhibit C (the “Lock-Up Agreement”) including in accordance with U.S. securities laws that no transfer of the Optionee Shares shall be permitted for an initial period of six months following the date of issuance assuming all other requirements under Rule 144 promulgated under the Securities Act are satisfied at such time, and after such time 1/12th of the Optionee Shares will be released each month thereafter in accordance with the Lock-Up Agreement; and (b) at the Closing, the Optionor shall deliver a bringdown certificate of the representations and warranties provided by it in this Agreement, the Lock-Up Agreement duly executed by the Optionor, and a completed and signed copy of the U.S. accredited investor questionnaire in form and substance attached hereto as Exhibit D (the “Questionnaire”).