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 in connection therewith (A) deemed to occur upon “net settlement” of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be) or (B) for the purpose of paying the settlement price of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be) or for paying taxes due as a result of the settlement of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be), it being understood that all PubCo Ordinary Shares received upon such settlement or transfer will remain subject to the restrictions of this Article VI during the Applicable Period; (f) Transfers relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the Acquisition Closing; (g) the entry, at any time after the Acquisition Closing, by a Shareholder into any trading plan providing for the sale of PubCo Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Applicable Period insofar as it relates to the applicable Lock-Up Shares and no public announcement or filing is voluntarily made or required regarding such plan during the Applicable Period insofar as it relates to the applicable Lock-Up Shares; (h) Transfers in the event of completion of a liquidation, merger, exchange of shares or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property; and (i) pledges of Lock-Up Shares by a holder thereof that create a mere security interest in such Lock-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged Lock-Up Shares (as well as any foreclosure on such pledged Lock-Up Shares so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to a Shareholder, provided that such agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Shares as a result of foreclosure); provided, further, however, that in the case of clauses (a) through (d) and (i), these permitted transferees shall enter into a written agreement, in substantially the form of this Article VI, agreeing to be bound by the restrictions on Transfer of Lock-Up Shares prior to such Transfer.
Appears in 2 contracts
Samples: Shareholder Support Agreement (Prenetics Global LTD), Shareholder Support Agreement (Prenetics Global LTD)
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 MergerClosing, 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 held by it as a result (or which it is entitled to receive by virtue of the Acquisition Merger and Merger) immediately after the Acquisition Effective Time, any PubCo Ordinary Shares received upon the exercise of Assumed Options, any PubCo Ordinary Shares received upon settlement of Converted RSU Awards Awards, or Converted Key Executive RSU Awards any securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares held by it immediately after the Acquisition Effective Time (the “Lock-Up Shares” and the actions specified above collectively, “Lock-Up Transfer”)) during the Applicable Period insofar as it relates to the applicable Lock-Up Shares; provided, however, that the foregoing shall not apply to:
to (ai) Lock-Up Transfers (A) by gift to members of an individual’s Immediate Family or to a trust or foundation, the beneficiary of which is a member of one of the individual’s Immediate Family or the individual itself, (B) to an Affiliate of such Person, (C) by gift to a charitable organization or to a charitable foundation, or (D) by gift to the GrabForGood Fund; (ii) Lock-Up Transfers by virtue of laws of descent and distribution upon death of the individual; (iii) Lock-Up Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (iv) Lock-Up Transfers to a partnership, limited liability company or other entity of which such Shareholder is and/or the Immediate Family of such Shareholder are 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; (Bv) 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 in connection therewith (A) deemed to occur upon “net settlement” of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be) or (B) for the purpose of paying the settlement price of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be) or for paying taxes due as a result of the settlement of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be), it being understood that all PubCo Ordinary Shares received upon such settlement or transfer will remain subject to the restrictions of this Article VI during the Applicable Period;
(f) Lock-Up Transfers relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the Acquisition Closing;
; (gvi) the entryexercise of stock options or warrants to purchase PubCo Ordinary Shares or the issuance of PubCo Ordinary Shares in settlement of RSUs or the vesting of compensatory awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or “net settlement” of RSUs or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, at any time after the Acquisition Closingsettlement of such RSUs, the vesting of such options, warrants or RSUs, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the restrictions of this Section 6 during the Applicable Period insofar as it relates to the applicable Lock-Up Shares; (vii) the entry by a such Shareholder into any trading plan providing for the sale of PubCo Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Applicable Period insofar as it relates to the applicable Lock-Up Shares and no public announcement or filing is voluntarily made or required regarding such plan during the Applicable Period insofar as it relates to the applicable Lock-Up Shares;
; (hviii) Lock-Up Transfers in the event of completion of a liquidation, merger, exchange of shares stock or other similar transaction which results in all of PubCo’s shareholders security holders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property; and
(iix) Lock-Up Transfers to a Permitted Entity, (x) pledges of Lock-Up Shares by a holder thereof that create a mere security interest in such Lock-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as such holder or Tan continues to control the exercise of the voting rights of such pledged Lock-Up Shares (as well as any foreclosure on such pledged Lock-Up Shares so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to a Shareholder), provided (xi) in the case of an entity, a Lock-Up Transfer (Y) to another entity that is an affiliate (as defined in Rule 405 under the Securities Act) of such Shareholder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such Shareholder or affiliates of such Shareholder or who shares a common investment advisor with the undersigned or (Z) as part of a distribution to members, partners or shareholders of such Shareholder, (xii) in the case of an entity that is a trust, Lock-Up Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; and (xiii) in the case of an entity, Lock-Up Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; provided, further, however, that in the case of (1) clauses (i) through (iv), (2) clause (viii) in case the securities received are listed on a national securities exchange and (3) clauses (ix) through (xiii), these permitted transferees shall enter into a written agreement, in substantially the form of this Section 6, agreeing to be bound by these Lock-Up Transfer restrictions insofar as they related to the applicable Lock-Up Shares prior to such Lock-Up Transfer, and provided, further that in the case of clause (x), such agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Shares as a result of foreclosure. For purposes of this Section 6: “Immediate Family” shall mean a spouse, former spouse, domestic partner, child (including by adoption), father, mother, brother or sister of the undersigned, and lineal descendant (including by adoption) of the applicable Shareholder or of any of the foregoing persons; provided“affiliate” shall have the meaning set forth in Rule 405 under the Securities Act; and the “Applicable Period” shall be: the period commencing on the Acquisition Closing Date and ending 180 days after the Acquisition Closing Date, furtherfor all PubCo Ordinary Shares received by any Shareholder, however, that in the case of clauses (a) through (d) and (i), these permitted transferees shall enter into a written agreement, in substantially the form of this Article VI, agreeing to be bound by the restrictions on Transfer of Lock-Up Shares prior to such Transfer.following proportion:
Appears in 1 contract
Samples: Voting, Support and Lock Up Agreement (Altimeter Growth Corp.)
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 MergerClosing, 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 held by it as a result (or which it is entitled to receive by virtue of the Acquisition Merger and Merger) immediately after the Acquisition Effective Time, any PubCo Ordinary Shares received upon the exercise of Assumed Options or Assumed Key Executive Options, any PubCo Ordinary Shares received upon settlement of Converted RSU Awards or Converted Key Executive RSU Awards Awards, or any securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares held by it immediately after the Acquisition Effective Time (the “Lock-Up Shares” and the actions specified above collectively, “Lock-Up Transfer”)) during the Applicable Period insofar as it relates to the applicable Lock-Up Shares; provided, however, that the foregoing shall not apply to:
to (ai) Lock-Up Transfers (A) by gift to members of an individual’s Immediate Family or to a trust or foundation, the beneficiary of which is a member of one of the individual’s Immediate Family or the individual itself, (B) to an Affiliate of such Person, (C) by gift to a charitable organization or to a charitable foundation, or (D) by gift to the GrabForGood Fund; (ii) Lock-Up Transfers by virtue of laws of descent and distribution upon death of the individual; (iii) Lock-Up Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (iv) Lock-Up Transfers to a partnership, limited liability company or other entity of which such Shareholder is and/or the Immediate Family of such Shareholder are 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; (Bv) 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 in connection therewith (A) deemed to occur upon “net settlement” of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be) or (B) for the purpose of paying the settlement price of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be) or for paying taxes due as a result of the settlement of the Converted RSU Awards or Converted Key Executive RSU Awards (as the case may be), it being understood that all PubCo Ordinary Shares received upon such settlement or transfer will remain subject to the restrictions of this Article VI during the Applicable Period;
(f) Lock-Up Transfers relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the Acquisition Closing;
; (gvi) the entryexercise of stock options or warrants to purchase PubCo Ordinary Shares or the issuance of PubCo Ordinary Shares in settlement of RSUs or the vesting of compensatory awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or “net settlement” of RSUs or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, at any time after the Acquisition Closingsettlement of such RSUs, the vesting of such options, warrants or RSUs, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the restrictions of this Section 6 during the Applicable Period insofar as it relates to the applicable Lock-Up Shares; (vii) the entry by a such Shareholder into any trading plan providing for the sale of PubCo Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Applicable Period insofar as it relates to the applicable Lock-Up Shares and no public announcement or filing is voluntarily made or required regarding such plan during the Applicable Period insofar as it relates to the applicable Lock-Up Shares;
; (hviii) Lock-Up Transfers in the event of completion of a liquidation, merger, exchange of shares stock or other similar transaction which results in all of PubCo’s shareholders security holders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property; and
(iix) Lock-Up Transfers to a Permitted Entity, (x) pledges of Lock-Up Shares by a holder thereof that create a mere security interest in such Lock-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as such holder or Tan continues to control the exercise of the voting rights of such pledged Lock-Up Shares (as well as any foreclosure on such pledged Lock-Up Shares so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to a Shareholder), provided (xi) in the case of an entity, a Lock-Up Transfer (Y) to another entity that is an affiliate (as defined in Rule 405 under the Securities Act) of such Shareholder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such Shareholder or affiliates of such Shareholder or who shares a common investment advisor with the undersigned or (Z) as part of a distribution to members, partners or shareholders of such Shareholder, (xii) in the case of an entity that is a trust, Lock-Up Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; and (xiii) in the case of an entity, Lock-Up Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; provided, further, however, that in the case of (1) clauses (i) through (iv), (2) clause (viii) in case the securities received are listed on a national securities exchange and (3) clauses (ix) through (xiii), these permitted transferees shall enter into a written agreement, in substantially the form of this Section 6, agreeing to be bound by these Lock-Up Transfer restrictions insofar as they related to the applicable Lock-Up Shares prior to such Lock-Up Transfer, and provided, further that in the case of clause (x), such agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Shares as a result of foreclosure); provided. For purposes of this Section 6: “Immediate Family” shall mean a spouse, furtherformer spouse, howeverdomestic partner, that in the case of clauses child (a) through (d) and (iincluding by adoption), these permitted transferees father, mother, brother or sister of the undersigned, and lineal descendant (including by adoption) of the applicable Shareholder or of any of the foregoing persons; “affiliate” shall enter into a written agreement, have the meaning set forth in substantially Rule 405 under the form of this Article VI, agreeing to be bound by Securities Act; “Other ExCo Members” means Xxxxx Xxx and Xxxx Xxx Xxx; and the restrictions on Transfer of Lock-Up Shares prior to such Transfer.“Applicable Period” shall be:
Appears in 1 contract
Samples: Voting, Support and Lock Up Agreement (Altimeter Growth Corp.)
