Lock-up Commitment Clause Samples
A Lock-up Commitment clause obligates certain parties, typically shareholders or investors, to retain their shares or interests for a specified period and not sell, transfer, or otherwise dispose of them. This restriction often applies during critical periods such as after an initial public offering (IPO) or during a merger, ensuring that large blocks of shares are not suddenly sold, which could destabilize the market or undermine the transaction. The core function of this clause is to maintain market stability and investor confidence by preventing sudden changes in ownership or share price volatility during sensitive periods.
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Lock-up Commitment. None of the Investors shall transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of in any way more than 50% of the shares of the Company that such Investor holds immediately after the Qualified IPO within one year from the date of the Qualified IPO to any third party that is not an Affiliate of such Investor provided that:
(a) GS shall be free to enter into any hedging arrangements in respect of such shares (or any interest therein) at any time; and
(b) notwithstanding anything herein to the contrary, none of the provisions of this Agreement shall in any way limit ▇▇▇▇▇▇▇, Sachs & Co. or any of its affiliates (each affiliate a “GS Affiliate” and collectively, the “GS Affiliates”) from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in this Section 8.9, the restrictions contained in this Section 8.9 shall not apply to Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares acquired by GS or any GS Affiliate following the effective date of the first registration statement of the Company covering Common Shares (or other securities) to be sold on behalf of the Company in an underwritten public offering.
Lock-up Commitment. In connection with the IPO, Intergraph shall execute and deliver, in a form reasonably satisfactory to the underwriter(s) in the IPO, a form of "lock-up" agreement pursuant to which Intergraph will agree not to sell any of its BSI shares (other than those included in the IPO pursuant to Section 4.1 hereof) for a period equal to that lock-up period as contained in comparable "lock-up" agreements signed by the Bentleys who remain as BSI shareholders at the time of the IPO.