Common use of Sponsor Class B Share Lock-up Clause in Contracts

Sponsor Class B Share Lock-up. The Sponsor agrees that it shall not, and shall cause its affiliates and permitted transferees not to, Transfer any Class B Shares or Class A Shares into which such Class B Shares are convertible (the “Sponsor Shares”) until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Sponsor Share Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Sponsor Shares (and the Class A Shares into which the Sponsor Shares are convertible) shall be released from the lockup referred to in this Section 7(a).. Notwithstanding the foregoing, the Sponsor, its affiliates and its and their permitted transferees will be permitted to Transfer the Sponsor Shares in accordance with clauses (i) through (viii) of Section 6(a) of this Agreement (applied mutatis mutandis), subject to the requirement that in the cases of clauses (i) through (vi) of Section 6(a), these permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth in Section 7(a) of this Agreement.

Appears in 4 contracts

Samples: Forward Purchase Agreement (Gateway Strategic Acquisition Co.), Forward Purchase Agreement (Gateway Strategic Acquisition Co.), Forward Purchase Agreement (Gateway Strategic Acquisition Co.)

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