Shareholder Lock-Up. Pursuant to the Shareholders’ Agreement, each Preferred Shareholder (as defined in the Shareholders’ Agreement) has agreed not to Transfer or dispose of any Company Shares owned by it/him/her until after the expiry of the applicable lock-up period as required by the underwriters and sponsors of the Qualified IPO (as defined in the Shareholders’ Agreement). Subject to the consummation of the Acquisition Merger, each Shareholder covenants and agrees not to, during the Applicable Period, without the prior written consent of the board of directors of PubCo, Transfer any PubCo Ordinary Shares received by it as a result of the Acquisition Merger and any PubCo Ordinary Shares received upon settlement of Converted RSU Awards or Converted Key Executive RSU Awards (the “Lock-Up Shares”); provided, however, that the foregoing shall not apply to:
(a) Transfers to a partnership, limited liability company or other entity of which such Shareholder is the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(b) if such Shareholder is a natural person, Transfers (A) by gift to any member of such Shareholder’s Immediate Family; (B) to a family trust, established for the exclusive benefit of such Shareholder or any of his Immediate Family for estate planning purposes; (C) by virtue of laws of descent and distribution upon death of such Shareholder; or (D) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union;
(c) if such Shareholder is not a natural person, Transfers (A) to another Person that is an affiliate of the Shareholder, or to any investment fund or other entity Controlling, Controlled by, managing or managed by or under common Control with the Shareholder or its affiliates or who shares a common investment advisor with the Shareholder; (B) as part of a distribution to members, partners or shareholders of the Shareholder via dividend or share repurchase; or (C) by gift to a charitable organization or to a charitable foundation;
(d) if such Shareholder is not a natural person, Transfers by virtue of the Laws of the state of the Shareholder’s organization and the Shareholder’s Organizational Documents upon dissolution of the Shareholder;
(e) the issuance of PubCo Ordinary Shares in settlement of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be) and any related transfer of PubCo Ordinary Shares to PubCo...
Shareholder Lock-Up. Each Shareholder, severally and not jointly, covenants and agrees with SPAC, PubCo and the Company during the term of this Agreement as follows:
Shareholder Lock-Up. Subject to consummation of the Merger and the exceptions set forth herein, each Shareholder, severally and not jointly, covenants and agrees not to, during the Lock-Up Period (as defined below), without the prior written consent of the board of directors of PubCo, (i) directly or indirectly, tender, transfer, grant, assign, offer, sell, contract to sell, pledge or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in (each a “Transfer”), or make a public announcement of any intention to effect any Transfer in, (x) any PubCo Common Shares acquired by such Shareholder in connection with the Pre-Merger Reorganization and (y) any PubCo Common Shares that such Shareholder may acquire from time to time upon the exercise or settlement of any options converted from the Company Options in connection with the Pre-Merger Reorganization, including in each case of the foregoing sub-clauses (x) and (y), any such PubCo Common Shares in the form of PubCo ADSs (collectively, the “Lock-Up Shares”); (ii) enter into any transactions that would have the same effect as the foregoing clause (i); or (iii) enter into any Contracts, option, swap, hedge or other arrangement with respect to the Transfers of, in whole or in part, the economic consequences of ownership of any Lock-Up Shares, whether any of these transactions are to be settled by delivery of any such Lock-Up Shares, in cash or otherwise; provided, however, that the foregoing shall not apply to:
(a) Transfers to a partnership, limited liability company or other entity of which such Shareholder is the legal and beneficial owner of all of the outstanding equity securities or similar interests;
(b) (A) by gift to any of such Shareholder’s Immediate Family Members (as defined below); (B) to a family trust, established for the exclusive benefit of such Shareholder or any of such Shareholder’s Immediate Family Members for estate planning purposes; (C) by virtue of laws of descent and distribution, including, but not limited to the Civil Code of Japan (Act No. 89 of 1896, as amended), upon death of such Shareholder; or (D) pursuant to a qualified domestic relations order;
(c) if such Shareholder is not a natural person, Transfers (A) to another Person that is an Affiliate of the Shareholder, or to any investment fund or other entity Controlling, Controlled by, managing or managed by or under common Control with...
Shareholder Lock-Up. The Company shall use commercially reasonable efforts to deliver or cause to be delivered to SPAC lock- up agreements, in form and substance reasonably acceptable to SPAC, executed by the Company and each Company Shareholder that is not a Consent Party.
Shareholder Lock-Up a. Notwithstanding anything in this Agreement to the contrary, NMC Shareholder N.M. New Media Entertainment Ltd. ("NME") agrees that, except with respect to 256,148 Registrable Securities, it will not, directly or indirectly, sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of: (a) any shares of Buyer Common Stock acquired pursuant to the Stock Purchase Agreement for a period ending one (1) year following the Closing Date and (b) more than an aggregate of 192,111 shares of Buyer Common Stock acquired pursuant to the Stock Purchase Agreement for a period ending two (2) years following the Closing date.
b. The Company agrees that, in the event that NME is required to indemnify the Company pursuant to Section 10 of the Stock Purchase Agreement, the Company will allow NME, notwithstanding Section 11(a) above, to sell such number of Registrable Securities as is necessary for NME to satisfy its indemnification obligation.
c. The Company agrees that, in the event that Mr. Xxxxxx Xxxx xx terminated by the Company without just cause (as such term is defined in the Employment Agreement between Mr. Xxxx xxx the Company), then the lock up set forth in Section 11(a) shall terminate and have no further force and effect.
Shareholder Lock-Up. Each Shareholder and Investor hereby agrees, if so requested by the Company and an underwriter of the Company’s share capital in connection with any public offering of the Company, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares held by it for such period, not to exceed (a) one hundred eighty (180) days following the consummation of the Company’s initial public offering of Ordinary Share or (b) ninety (90) days following the consummation of any other public offering of Ordinary Share, as such underwriter shall specify reasonably and in good faith.
Shareholder Lock-Up. From the date hereof until the earlier of the Effective Time or the termination of this Agreement:
Shareholder Lock-Up. Xx. Xxx Xxxxx, Xx. Xxxx Yi and Xx. Xxx Fansheng shall have executed lock-up agreements in the form set out in Schedule 6 by no later than 1 business day following the date of this Agreement;
Shareholder Lock-Up. (a) In connection with each demand Offering, each Shareholder (whether or not it elects to sell in such Offering) hereby agrees that it will not sell, assign, transfer, pledge, convey, monetize or otherwise dispose of any of the New Shares then owned by it, or grant any options or other rights to acquire such New Shares, without the consent of the managing underwriter, during the Lock-up Periods applicable to such Offering.
(b) Notwithstanding Section 2.08(a), each Shareholder may:
(i) sell or transfer any New Shares to a person (including an affiliate of the seller) that is, or becomes, a party to this Agreement at the time of the sale or transfer;
(ii) sell any New Shares as part of such Offering; and
(iii) if such Shareholder is an individual:
(A) transfer any New Shares to a trust for the direct or indirect benefit of such individual Shareholder; provided that the trustee of the trust agrees to be bound by the terms of this Agreement; and
(B) sell, gift, assign or transfer any New Shares to members of the immediate family of the individual Shareholder, provided that each recipient agrees to be bound by the terms of this Agreement.
Shareholder Lock-Up
