Lockup Securities definition

Lockup Securities means with respect to the Seller at any time: i. during the first year of the Lockup Period, one hundred percent (100%) of (A) the Common Shares owned of record or Beneficially Owned by the Seller as of the date hereof (as set forth on Schedule A) and (B) any Class A Common Shares issued by the Company after the Closing in exchange for or in replacement of the Closing Consideration Shares or the Escrow Consideration Shares (including any Class A Common Shares issued as a result of a stock split or other reorganization); ii. during the second year of the Lockup Period, an amount of Common Shares equal to seventy-five percent (75%) of the aggregate Common Shares owned of record or Beneficially Owned by the Seller as of the date hereof (as set forth on Schedule A); provided, however, that the number of Lockup Securities shall be appropriately adjusted for any Class A Common Shares issued by the Company after the Closing in exchange for or in replacement of the Closing Consideration Shares or the Escrow Consideration Shares (including any Class A Common Shares issued as a result of a stock split or other reorganization); iii. during the third year of the Lockup Period, an amount of Common Shares equal to fifty percent (50%) of the aggregate Common Shares owned of record or Beneficially Owned by the Seller as of the date hereof (as set forth on Schedule A); provided, however, that the number of Lockup Securities shall be appropriately adjusted for any Class A Common Shares issued by the Company after the Closing in exchange for or in replacement of the Closing Consideration Shares or the Escrow Consideration Shares (including any Class A Common Shares issued as a result of a stock split or other reorganization); and iv. during the last year of the Lockup Period, an amount of Common Shares equal to twenty-five percent (25%) of the aggregate Common Shares owned of record or Beneficially Owned by the Seller as of the date hereof (as set forth on Schedule A); provided, however, that the number of Lockup Securities shall be appropriately adjusted for any Class A Common Shares issued by the Company after the Closing in exchange for or in replacement of the Closing Consideration Shares or the Escrow Consideration Shares (including any Class A Common Shares issued as a result of a stock split or other reorganization).
Sample 1
Lockup Securities means the Covered Shares (including the Acies Private Placement Warrants and any shares underlying the Acies Private Placement Warrants).
Sample 1
Lockup Securities means (i) any outstanding Ordinary Shares, (ii) any other Equity Security (including the Ordinary Shares issued or issuable upon the exercise of any other Equity Security) of the Company, in the case of (i) or (ii) as held by a Holder as of the Closing Date, whether or not such holding is directly as registered holder, or indirectly where the legal title is held by GTU Ops Inc, Cede & Co or another depositary (including the Ordinary Shares issued by the Company pursuant to the Pre-Closing Demerger, the Company Reorganization, the Merger or otherwise pursuant to the Business Combination Agreement) and (iii) any Warrants and any Ordinary Shares issued upon exercise of any Warrants whether or not such holding of Warrants and Ordinary Shares is directly as registered holder, or indirectly where the legal title is held by GTU Ops Inc, Cede & Co or another depositary and (iv) any Ordinary Shares and any other Equity Security transferred by the Sponsor as of or after the date hereof to a Holder (whether such transfer is of legal title, or of beneficial title where the legal title is held by GTU Ops Inc, Cede & Co or another depositary) provided that (A) the Polar Shares, (B) a total of 1,650,000 Ordinary Shares held by Apeiron Investment Group Ltd as of the Closing Date, (C) a total of 1,650,000 Ordinary Shares held by Xxxx Xxxxxxx as of the Closing Date and (D) a total of 8,000,000 Ordinary Shares held by Xxxxxx Xxxxxxx as of the Closing Date, and (E) any Company Public Shares and Company Public Warrants held by a Holder immediately upon Listing, shall not be “Lockup Securities”. For clarity, Lockup Securities include any warrants, Ordinary Shares or other securities of the Company issued to the Original Holders with respect to or in exchange for or in replacement of such Founder Shares, Private Shares and Working Capital Shares (if any) pursuant to the Merger, or otherwise pursuant to the Business Combination Agreement.
Sample 1

Examples of Lockup Securities in a sentence

  • The notations required by Section 3.4 shall be removed by the Company upon request without charge as to any Lock-up Securities (i) when, in the opinion of counsel reasonably acceptable to the Company, such restrictions are no longer required in order to assure compliance with the Securities Act or this Agreement or (ii) when such Lock-up Securities shall have been registered under the Securities Act.

  • Any attempt to Transfer the Lock-up Securities in violation of this Agreement shall be null and void ab initio, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock register to such attempted Transfer.

  • If a Permitted Transferee is an Affiliate of a Stockholder but following the Transfer of the Lock-up Securities by such Stockholder such Permitted Transferee ceases to be an Affiliate of such Stockholder, such Permitted Transferee shall, immediately prior to ceasing to be an Affiliate of such Stockholder, Transfer such Securities back to such Stockholder.

  • Such restrictions begin at Closing and end at the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of PlayStudios Lockup Securities equal to the lesser of (A) 5% of the PlayStudios Lockup Securities held by each holder of PlayStudios Lockup Securities and (B) 50,000 PlayStudios Lockup Securities held by each holder of PlayStudios Lockup Securities, will no longer be subject to the transfer restrictions.

  • Subject to Section 2.2, Sponsor and each person that agrees pursuant to Section 2.2 hereof to be bound by this Article II hereby agrees not to Transfer any Lock-up Securities until the end of the Lock-up Period applicable to such Lock-up Securities (the “Lock-up”).

  • Notwithstanding the foregoing, in the event the criteria listed below (the “Criteria”) are achieved, the Lock-Up Period shall not apply to the Lock-up Securities, upon the receipt of the written confirmation from the Representative (it being agreed that any sales or transfers of Securities even following the achievement of the Criteria must be undertaken by the undersigned in full compliance with all applicable laws, rules and regulations).

  • Shareholder acknowledges and agrees that the Company shall be entitled to place legends on the certificates or book entry account representing any of the Lock-up Securities and/or stop orders with the transfer agent of the Company with respect to any of the Lock-up Securities.

  • Upon the release of any of the Lock-up Securities from this Agreement, the Company will reasonably cooperate with Shareholder to facilitate the timely preparation and delivery of certificates or evidence of the book entry account representing the Lock-up Securities without such restrictive legend described above or the withdrawal of any stop transfer instructions.

  • At the applicable time of the RMG Sponsor Liquidation each Holder hereby represents and warrants that it had good and valid, legal and beneficial title to its interests in RMG Sponsor and as of the date of this Joinder, each Holder has good and valid, legal and beneficial title to the Lock-up Securities as specified against each Holder’s name in Exhibit A.

  • Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Lock-up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such securities.


More Definitions of Lockup Securities

Lockup Securities has the meaning given to such term in Section 2.13(a).
Sample 1
Lockup Securities has the meaning set forth in ‎Section 5.14.
Sample 1
Lockup Securities means: (i) Ordinary Shares issued to a Company Employee as consideration pursuant to the Merger; (ii) stock options or other equity awards in respect of Ordinary Shares issued to a Company Employee; or (iii) Ordinary Shares underlying any stock options or other equity awards in respect of Ordinary Shares issued to a Company Employee.
Sample 1
Lockup Securities means: (i) Ordinary Shares issued to a Pre-Closing Marti Shareholder as consideration pursuant to the Merger; (ii) Ordinary Shares converted from Class B ordinary shares of Galata Acquisition Corp. in connection with the Merger ; (iii) private placement warrants issued by Galata Acquisition Corp.; (iv) Ordinary Shares underlying such private placement warrants; (v) stock options or other equity awards in respect of Ordinary Shares; or (vi) Ordinary Shares underling any stock options or other equity awards in respect of Ordinary Shares.
Sample 1
Lockup Securities means 50% of the net after-tax number of Shares that Wang receives upon exercise of any SARs (net of any Shares retained by the Company or sold or otherwise disposed of to satisfy or fund the Company’s tax withholding obligations or sold or otherwise disposed of to fund Wang’s applicable income tax payment obligations with respect to Wang’s exercise of the SARs).
Sample 1

Related to Lockup Securities

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Series A Securities means the Company's Series A 9 3/8% Junior Subordinated Deferrable Interest Debentures due May 1, 2028 as authenticated and issued under this Indenture.

  • Series B Securities means the 11-1/2% Senior Notes due 2007, Series B, of the Company to be issued pursuant to this Indenture in exchange for the Series A Securities pursuant to the Registered Exchange Offer and the Registration Rights Agreement.

  • NIM Securities As defined in the tenth Recital to this Agreement.

  • BofA Securities means BofA Securities, Inc.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Investor Securities is defined in Section 2.1.

  • Underwriters' Securities means the Offered Securities other than Contract Securities.

  • Corporation Securities means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefor;

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Pari Passu Securities means any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, on parity with the Designated Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Series A Shares means Series A currency hedged mutual fund shares and/or Series A non-currency hedged mutual fund shares of a fund, as applicable.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Securities as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.