Lock-Up Agreement definition

Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

Lock-Up Agreement means an agreement (the terms of which are publicly disclosed and a copy of which is made available to the public (including TransAlta): (i) not later than the date on which the Lock-up Bid (as defined below) is publicly announced); or (ii) if the Lock-up Bid has been made prior to the date on which such agreement has been entered into, forthwith and in any event not later than the Business Day following the date of such agreement; between an Offeror, any of its Affiliates or Associates or any other Person acting jointly or in concert with the Offeror and a Person (the “Locked-up Person”) who is not an Affiliate or Associate of the Offeror or a Person acting jointly or in concert with the Offeror whereby the Locked-up Person agrees to deposit or tender the Voting Shares held by the Locked-up Person to the Offeror’s Take-over Bid or to any Take-over Bid made by any of the Offeror’s Affiliates or Associates or made by any other Person acting jointly or in concert with the Offeror (the “Lock-up Bid”), where the agreement: (A) permits the Locked-up Person to withdraw the Voting Shares from the agreement in order to tender or deposit the Voting Shares to another Take-over Bid, or to support another transaction that provides for a consideration for each Voting Share that is higher than the consideration contained in or proposed to be contained in the Lock-up Bid; or (a) permits the Locked-up Person to withdraw the Voting Shares from the agreement in order to tender or deposit the Voting Shares to another Take-over Bid, or to support another transaction that provides for a consideration for each Voting Share that exceeds by as much as or more than a specified amount the (“Specified Amount”) the consideration for each Voting Share contained in or proposed to be contained in, and is made for at least the same number of Voting Shares as, the Lock-up Bid; and (b) does not by its terms provide for a Specified Amount that is greater than 7% over the consideration for each Voting Share contained in or proposed to be contained in the Lock-up Bid; and, for greater certainty, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Offeror an opportunity to at least match a higher consideration in another Take-over Bid or transaction or other similar limitation on a Locked-up Person’s rights to withdraw Voting Shares from the Lock-up Agreement and not to tender such Voting Shares to the Take-over Bid to which the Locked-up Person ...

Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers, in the form of Exhibit A attached hereto.

Examples of Lock-Up Agreement in a sentence

• The Company has caused each of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit B (the “Lock-Up Agreement”), prior to the execution of this Agreement.

• The Placement Agent shall have received, no later than on the Closing Date, executed copies of the Lock-Up Agreement, the form of which is attached hereto as Exhibit D, from each of the persons listed in Schedule 1 hereto.

• Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and corporate auditors and each owner of at least 5% of the Company’s outstanding Common Shares (or securities convertible or exercisable into Common Shares) (collectively, the “Lock-Up Parties”), except for Kufu Company Inc., and Triple One Investment Partnership which have not formally agreed to enter into a Lock-Up Agreement (as defined below) as of the date hereof.

More Definitions of Lock-Up Agreement

Lock-Up Agreement has the meaning set forth in the Recitals.

Lock-Up Agreement is defined in the recitals to this Agreement.

Lock-Up Agreement has the meaning set forth in Section 6.5.

Lock-Up Agreement means the Lock-Up Agreement in the form attached hereto as Exhibit A.

Lock-Up Agreement means that certain Lock-Up Agreement, by and between the underwriters and each investor of the REIT and/or the Operating Partnership.

Lock-Up Agreement means any agreement entered into by a Holder that provides for restrictions on the transfer of Registrable Securities held by such Holder.

Lock-Up Agreement has the meaning set forth in Section 2.2(a)(ix).