Shareholder Lock-up Agreements. In connection with any underwritten Public Offering, each Holder will enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by MidCo. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with the initial Public Offering and in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”) or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the “pricing” of such offering and continuing to the date that is (x) 180 days following the date of the final prospectus for such underwritten Public Offering in the case of the initial Public Offering or (y) 90 days following the date of the final prospectus in the case of any other such underwritten Public Offering (each such period, or such shorter period as agreed to by the managing underwriters, a “Holdback Period”), in each case with such modifications and exceptions as may be approved by MidCo. The Company may impose stop-transfer instructions with respect to any Securities or Other Securities subject to the restrictions set forth in this Section 3(a) until the end of such Holdback Period.
Shareholder Lock-up Agreements. At the Closing, Shareholder shall have executed and delivered any lock-up agreement reasonably requested by the managing underwriter of Parent's IPO which restricts the sale or other disposition of Parent Common Stock for a reasonable and customary period following the effectiveness of the Registration Statement.
Shareholder Lock-up Agreements. As soon as reasonably practicable following execution of this Agreement, and in any event prior to the Closing, the Company shall use commercially reasonable efforts to deliver, or cause to be delivered, to SPAC copies of Shareholder Lock-Up Agreements substantially in the form attached hereto as Exhibit B (each, a “Shareholder Lock-Up Agreement”) executed by each Company Shareholder (prior to giving effect to any PIPE Investment).
Shareholder Lock-up Agreements. Sellers each shall have executed and delivered any lock-up agreement reasonably requested by the managing underwriter of Buyer's IPO which restricts the sale or other disposition of TMS Common Stock (to the extent any such shares are being delivered pursuant to this Agreement) for a reasonable and customary period (no longer than 365 days) following the effectiveness of the Registration Statement.
Shareholder Lock-up Agreements. Each Shareholder will agree by executing the Investment Certificate that for the six-month period following the date the Amendment to the Registration Statement is filed with the SEC such Shareholder shall not sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any shares of Buyer Common Stock held by such Shareholder, directly or indirectly, for the six-month period. The Buyer may impose stop-transfer instructions during such stand-off period with respect to the shares of Buyer Common Stock of each Shareholder subject to this restriction if necessary to enforce such restrictions.
Shareholder Lock-up Agreements
