Exceptions to Lock-Up Clause Samples

Exceptions to Lock-Up. Notwithstanding Clauses 9.1 above, in the event that the Preference Shareholders have collectively disposed of more than 50% of the total number of Preference Shares (including, for purposes of calculation, the Ordinary Shares issuable upon conversion of such Preference Shares) held by them as at the date hereof (“Preference Shareholders’ Sale Shares”), the Founders shall have the right (and not the obligation) to dispose of their Shares in the Company subject to the following terms: 9.3.1 If the average sale price of the Preference Shareholders’ Sale Shares (“Preference Shareholders’ Average Price”) is at a valuation above or equal to that for a Qualifying IPO, then the Founders may dispose of such number of Shares as may be equal to the total number of Preference Shareholders’ Sale Shares (on an as-converted basis) (“Founders’ Sale Portion”). 9.3.2 If the Preference Shareholders’ Average Price is at a valuation below that for a Qualifying IPO, then the Founders’ Sale Portion shall be reduced to one-third of the total number of Preference Shareholders’ Sale Shares (on an as-converted basis). 9.3.3 Subject to the pre-emption, co-sale and other rights accorded to the Parties under Clause 7, the Founders shall be entitled to transfer their Founders’ Sale Portion (as determined in accordance with this Clause 9.3) to a third party (“Founders’ Third Party Purchaser”). 9.3.4 In addition, the Founders shall satisfy and ensure that the Founders’ Third Party Purchaser satisfy the requirements under Clause 7.7 and Clause 7.9 in respect of the aforesaid transfer of Shares.

Exceptions to Lock-Up. Notwithstanding the provisions of paragraph 1, REIT agrees that Designee shall have the right prior to September 22, 1998, to Transfer all or any portion of the REIT Shares in a transaction that is exempt from registration, and not registered, under the Securities Act of 1933, as amended (the "Securities Act"), to each person who executes a lock-up agreement and is bound by the terms thereof, such lock-up agreement to be in the form of this Agreement except that paragraph 3 shall be excluded and appropriate revisions shall be made to the recitals.

Exceptions to Lock-Up. The provisions of Section 3 shall not apply to: (a) Transfers of Subject Shares as a bona fide gift or charitable contribution; (b) Transfers of Subject Shares to a trust, family limited partnership or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of Holder or any other person with whom Holder has a relationship by blood, marriage or adoption not more remote than first cousin and Transfers to any such family member; (c) Transfers of Subject Shares by will or intestate succession or the laws of descent and distributions upon the death of Holder (it being understood and agreed that the appointment of one or more executors, administrators or personal representatives of the estate of Holder shall not be deemed a Transfer hereunder to the extent that such executors, administrators and/or personal representatives comply with the terms of this Agreement on behalf of such estate); (d) Transfers of Subject Shares pursuant to a qualified domestic order or in connection with a divorce settlement; (e) if Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (i) Transfers of Subject Shares to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with Holder (including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) Transfers of Subject Shares as part of a dividend, distribution, transfer or other disposition of shares to partners, limited liability company members, direct or indirect stockholders or other equity holders of Holder, including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership, fund or investment vehicle, or any other partnerships, funds or investment vehicles controlled or managed by such partnership; (f) if Holder is a trust, Transfers of Subject Shares to a trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (g) Transfers of Subject Shares to Parent’s or Holder’s officers, directors, members, consultants or their affiliates; (h) pledges of Subject Shares as security or collateral in connection with any borrowing or the incurrence of any ind...

Exceptions to Lock-Up. Notwithstanding the foregoing, each Seller may Transfer up to 33.33% of Seller’s Securities on each of the first three anniversaries of the Closing Date of the Exchange Agreement year (i.e. after two (2) years 66.66% of the Sellers’ Securities, and after three (3) years all Sellers’ Securities, subject to securities compliance, shall be released from the obligations of this Agreement). Furthermore, upon a Change of Control (as defined below) of the Company, this Agreement shall terminate and be of no further force and effect. “Change of Control” shall be defined as (i) a sale of equity securities of the Company (other than in a public offering) in one transaction or series of related transactions representing more than fifty percent (50%) of the issued and outstanding shares of the Company; or (ii) a sale of substantially all of the Company’s assets.

Exceptions to Lock-Up. Notwithstanding the provisions of Section 1(a), during the Lock-Up Period, Shareholder may Transfer all or a portion of the Locked-Up Shares: (a) As a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (b) To any trust for the direct or indirect benefit of Shareholder or an immediate family member of Shareholder, provided that the trustee of the trust agrees in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (c) To Shareholder’s affiliates (including, if applicable, commonly controlled or managed investment funds) provided that such affiliate(s) agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (d) Pursuant to a tender or exchange offer publicly recommended by the Company’s board of directors; (e) Pursuant to a merger, stock sale, consolidation or other transaction publicly recommended by the Company’s board of directors; (f) By will or other testamentary document or by intestacy; (g) Commencing six (6) months after the Effective Date, to any third party or parties, including a disposition for value, provided that such third party or parties agree(s) in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement, and provided further that each such third party or parties shall be deemed not to be an underwriter of the Locked-Up Shares so sold within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “33 Act”); (h) Commencing six (6) months after the Effective Date, to any third party in a transaction exempt from the registration requirements of the 33 Act pursuant to Section 4(a)(4) thereof, an amount of the Locked-Up Shares equal to or less than 1% of the average weekly reported volume of trading of the Company’s common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker; (i) Pursuant to and to the extent the Company grants an exception to the lock-up provisions of any oth...

Exceptions to Lock-Up. The restrictions set forth in this Section 12 shall not apply to transfers or dispositions (i) to Newco 3 or one of its subsidiaries; provided that such transferee shall agree to be bound in writing by the terms of this Agreement (in form and substance reasonably satisfactory to Parent) prior to such transfer or disposition; or (ii) made in connection with any tender offer, exchange offer, merger, consolidation or other similar transaction approved or recommended by the Parent Board (as constituted following the Effective Time) or a committee thereof.

Exceptions to Lock-Up. Holders shall be able to distribute Holder’s shares to underlying equity holders (either through a liquidation or a distribution in kind), provided that such Registrable Securities will still be subject to the Lock-Up period. · Transfers to family members, trusts, or charitable organizations. · Transfers by will or intestate succession. · Transfers to affiliates or in connection with a Change in Control.

Exceptions to Lock-Up. Notwithstanding the restrictions contained in Section 1.1 above, Stockholder may (i) transfer the Stockholder Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) transfer the Stockholder Shares to Parent in connection with any repurchase of such Stockholder Shares by Parent and (iii) transfer the Stockholder Shares in connection with a liquidation, merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all Parent stockholders having the right to exchange their shares of Parent Stock for cash, securities or other property. Except as contemplated by clause (i) through (iii) above, from the Effective Time until the Termination Date, Stockholder will have, good and marketable title to the Stockholder Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with Parent’s transfer agent and registrar against the transfer of the Stockholder Shares except in compliance with the foregoing restrictions.