Lockup Shares definition

Lockup Shares has the meaning set forth in Section 2(c)(v) below.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Lockup Shares means collectively, the Purchased Shares and the Existing Shares.

Lockup Shares means as to each Shareholder (i) initially, the respective shares of Common Stock issued to such Shareholder upon the closing under the Acquisition Agreement on the date hereof, and (ii) upon the making of the post-closing adjustments required by the Acquisition Agreement, such shares (a) plus the shares of Common Stock additionally issued by the Company to such Shareholder or (b) minus the shares of Common Stock returned by such Shareholder or the Escrow Agent to the Company, as the case may be, pursuant to such adjustments, subject in any case to customary adjustment for any subsequent stock split, stock dividend or similar event.

Examples of Lockup Shares in a sentence

Zentalis further understands the Lock-up Shares will also bear the restrictive legend in substantially the following form (the “Lock-up Legend”) (and a stop-transfer order may be placed against transfer of the Lock-up Shares): THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCK ISSUANCE AGREEMENT DATED OCTOBER 25, 2024, 2024 BETWEEN IMMUNOME, INC.
Zentalis agrees that it will hold and will not sell greater than 50% of the Shares (the “Lock-up Shares”) (or otherwise make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of the Lock-up Shares) until the six-month anniversary of the Closing Date (the “Lock-up Period”).
During the term of this Agreement, all dividends paid to the Stockholder Parties in Company Interests or other equity or securities convertible into equity shall become Voting Shares (and all dividends on Lock-up Shares paid to the Stockholder Parties in Company Interests or other equity or securities convertible into equity shall become Lock-up Shares) for purposes of this Agreement.
In the event of any stock split, stock dividend, recapitalization, reorganization or similar transaction, any securities issued with respect to Voting Shares held by the Stockholder Parties shall become Voting Shares for purposes of this Agreement (and any securities issued with respect to Lock-up Shares held by Stockholder Parties shall become Lock-up Shares for purposes of this Agreement).
For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares.

More Definitions of Lockup Shares

Lockup Shares means an amount of 1,050,000 shares of Parent Common Stock with respect to which the holders of Class A Units and Class P Units will agree to retain and forfeit and transfer to the Parent pursuant to the terms of the Joinder Agreement in order to satisfy certain obligations of the holders of Class A Units and Class P Units hereunder.

Lockup Shares shall have the meaning set forth in Section 2.15(a).

Lockup Shares has the meaning set forth in Section 12.5.

Lockup Shares means (A) the shares of Class A common stock that the Lockup Holders hold or have a right to receive as a result of the transactions contemplated by the Agreement and Plan of Merger and are held by the Lockup Holders following the closing of the Business Combination Transaction (other than shares of Class A common stock acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of shares of Class A common stock occurs on or after the closing of the Business Combination Transaction), (B) the Legacy Equity Award Shares and (C) the Class A Preferred Stock, including the shares of Class A common stock issuable upon conversion of the Class A Preferred Stock; and

Lockup Shares means the shares of Common Stock held by the Lockup Holders immediately following the closing of the Business Combination Transaction or otherwise issued or issuable to the holders in connection with or as a result of the Business Combination Transaction (other than shares of Common Stock acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of shares of Common Stock occurs on or after the closing of the Business Combination Transaction); and

Lockup Shares means all shares of Common Stock to which all right, title and interest owned by any Shareholder as of the Effective Date of this Agreement and all securities of SunPharm convertible into or exchangeable for and any rights to purchase or acquire Common Stock of SunPharm including all such stock of SunPharm now owned by any Shareholder and his spouse as community property or as separate property. All references herein to the stock owned by a Shareholder include the community interest of such Shareholder's spouse in such stock and all obligations of a Shareholder under this Agreement include like obligations on the part of his spouse. The termination of the marital relationship of any Shareholder and his spouse for any reason shall not have the effect of removing any stock of SunPharm otherwise subject to this agreement from the coverage hereof.

Lockup Shares means all shares of Exchangeable Shares and Common Stock to which all right, title and interest are owned by the Shareholders, jointly or individually, as of the Effective Date of this Agreement or which are acquired by the Shareholders, or any of them, at any time during the Term of this Agreement, including any Exchangeable Shares and Common Stock now owned by any Shareholder and his spouse as community property or as separate property. All references herein to such stock owned by a Shareholder includes the community property interest of such Shareholder's spouse in such stock and all obligations of a Shareholder under this Agreement include like obligations on the part of the spouse. The termination of the marital relationship of any Shareholder and his or her spouse for any reason shall not have the effect of removing any stock of the Company otherwise subject to this Agreement from the coverage hereof.