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.

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

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 D attached hereto.

Examples of Lock-Up Agreement in a sentence

• If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Lock-Up Agreement.

• The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms.

• If any party to a Lock-Up Agreement or a Voting Agreement breaches any provision of a Lock-Up Agreement or Voting Agreement, as applicable, the Company shall promptly use its best efforts to seek specific performance of the terms thereof, as applicable.

• In addition, the Company shall not consent to any actions under the Lock-Up Agreement or Voting Agreement that would require the consent of the Company.

• 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 A (the “Lock-Up Agreement”), prior to the execution of this Agreement.

More Definitions of Lock-Up Agreement

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 has the meaning set forth in Section 6.5.

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

Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and executive officers of the Company and each holder of Ordinary Shares and Ordinary Share Equivalents holding, on a fully diluted basis, 5% or more of the Company’s issued and outstanding Ordinary Shares, in the form of Exhibit A attached hereto.

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

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