Lock-Up Securities definition

Lock-Up Securities shall have the meaning set forth in Section 4.1.
Lock-Up Securities has the meaning specified in Section 5.6.
Lock-Up Securities has the meaning assigned to such term in Section 3.5.

Examples of Lock-Up Securities in a sentence

  • Upon expiration of the Lock-Up Period, the Company shall promptly cause the Company’s transfer agent to remove the restrictive legend limiting the transfer of such Lock-Up Securities pursuant to Section 2.6 hereof.

  • The Stockholder acknowledges and agrees that the foregoing precludes the Stockholder from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any Lock-Up Securities, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the Stockholder.


More Definitions of Lock-Up Securities

Lock-Up Securities means the securities distributed by ESL Partners to the undersigned on the Distribution Date, together with any additional securities purchased by the undersigned with Cash pursuant to this Agreement.
Lock-Up Securities has the meaning set forth in Section 2.1(d).
Lock-Up Securities means debt securities issued or guaranteed by the Company or any of its subsidiaries substantially similar to the Notes (in any event having a maturity of more than one year from the date of issue) or securities convertible into or exchangeable or exercisable for any such debt securities of the Company.
Lock-Up Securities means, collectively, the Lock-Up Shares and the Lock-Up Warrants.
Lock-Up Securities. (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative, except through the filing of a supplement to the prospectus included in the Registration Statement for the purpose of updating the identities of the selling stockholders named therein and the quantities of shares held thereby (provided that such selling stockholders shall be subject to the lock-up restrictions described in Section 5(k) or Section 7(j) hereof), the filing of a registration statement or an amendment thereto in connection with any registration rights in existence on the date hereof, issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options, issuances of lock-up securities as consideration for any acquisitions as to which definitive agreements have been entered into as of the date hereof, or other issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing t...
Lock-Up Securities shall have the meaning set forth in Section 6.14.
Lock-Up Securities means, with respect to each Lock-Up Shareholder, (i) any PubCo Class A Ordinary Shares and, if applicable, any PubCo Preference Shares held by such Lock-Up Shareholder (or which a Lock-Up Shareholder is entitled to receive by virtue of the Transactions) immediately after the Acquisition Closing; (ii) any PubCo Acquisition Warrants held by such Lock-Up Shareholder; (iii) any PubCo Class A Ordinary Shares received by such Lock-Up Shareholder upon the exercise of any PubCo Acquisition Warrants; (iv) solely with respect to the Call Option Holder, any PubCo Class A Ordinary Shares acquired by it upon any exercise of the PubCo Call Option; and (v) any other Equity Security of PubCo issued or issuable to a Lock-Up Shareholder with respect to any securities referenced in sub-clauses (i) through (iv) above by way of a share dividend or share split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that solely with respect to EIHL, in no event shall the Lock-Up Securities include any EIHL Acquisition Shares or any other Equity Security of PubCo issued or issuable to EIHL with respect to any EIHL Acquisition Shares by way of a share dividend or share split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction;