Lock-Up; Leak-Out. The parties shall have executed and delivered each to the other a Lock-Up Agreement in the form annexed hereto as Exhibit A.
Lock-Up; Leak-Out. Except as provided herein, the terms of the Lock-Up/Leak-Out Agreement among the Company, Executive, Xxxx Xxxxxxx and Xxxxxx Xxxxxxx as Trustee of the Raphael and Xxxxxx Xxxxxxx Family Trust dated May ___, 2005 (the “LU/LO Agreement”) is incorporated herein by reference. The “Leak-Out Period” as defined in the LU/LO Agreement shall be extended so that it shall commence on June 1, 2006 and extend through the greater of (i) the Term of Executive’s employment under this Agreement and any consulting or other retention period after the Termination Date during which Executive continues to provide services to the Company, or (ii) seven (7) years from the date of execution of this Agreement (the “First Leak-Out Period”). A further extension of the Leak-Out Period shall commence immediately on the day after the last day of the First Leak-Out Period and shall be extended through the seventh anniversary of the day after the last day of the First Leak-Out Period (the “Second Leak-Out Period”). During the First Leak-Out Period and the Second Leak-Out Period, Executive shall be limited to the sale or disposition of an aggregate total of 50,000 shares of Company common stock in any consecutive three (3) month period.
Lock-Up; Leak-Out. ICNB shall have executed and delivered to CANB a lock-up/leak-out agreement in the form annexed hereto as Exhibit D.
Lock-Up; Leak-Out. New York Farms Group, Inc., the holder of the shares of ICNB and holder of forty-nine percent (49%) of the issued and outstanding equity interests of GGFI, shall have executed and delivered to ICNB a lock-up/leak-out agreement in the form annexed hereto as Exhibit E.
Lock-Up; Leak-Out. At the time of Closing, all affiliates of SplashPM including officers, directors and beneficial owners of more than 10% of SplashPM shares, but excluding all holders of restricted shares of common stock of Parent immediately prior to the Closing shall enter or shall have entered into Lock-up/Leak out agreements, substantially in the form attached hereto as Exhibit D and as set forth on Schedule 8.12, by which they agree [a] not to sell any shares for six months (the “L/U Term”), [b] may release from lock-up up to 25% of their shares three months after the L/U Term and [c] release from lock-up all remaining of their shares six months after the L/U Term. In the alternative all shares that are subject to Lock-up/Leak out agreements may be released from the Leak out provisions of the agreements any time following the L/U Term (“Early L/U Release”) when both (1) volume of Parent shares traded are at least 50,000 shares per day (the “Volume Condition”) and (2) the closing price per share determined on a volume weighted average price basis equals not less than 300% of deemed value per share (the “Price Condition”) for 20 consecutive trading days (the “Trading Term Period”) have been met. For purposes hereof “deemed value per share” shall equal the aggregate Parent enterprise value post Merger Transaction, divided by the total number of shares outstanding. By way of illustrating an Early L/U Release where both the Volume Condition and the Price Condition are met, if a share of Parent has a deemed value of $1 upon completion of the Merger Transaction then the closing price per share, before giving effect to the Reverse Stock Split, must be at least $3 on a volume weighted average price basis and trading volume must be at least 50,000 shares over 20 consecutive trading days. If either of Volume Condition or the Price Condition is not met over the Trading Term Period then Early L/U Release shall not be available. Notwithstanding the foregoing those shareholders who are not officers of SplashPM or Company and who have invested $500,000 or more in the Company at least six months prior to the Closing shall not be required to enter into Lock-up/Leak out agreements.
Lock-Up; Leak-Out. In the event the Company proposes to complete an underwritten public offering within 12 months of the Closing, then the Investor shall execute a lock-up agreement pursuant to which the Investor will agree not to sell, pledge, hypothecate, transfer, assign or in any other manner dispose of the of the Equity Shares or the Underlying Shares for a period not to exceed six months following the Closing. For the three months following the six month lock-up period, the Investor may sell, pledge, hypothecate, transfer, assign or in any other manner dispose of the Equity Shares or the Underlying Shares in an amount not to exceed 1% of the total outstanding shares of Company Common Stock at the beginning of such three month period. For the three months following the nine month lock-up/leak-out period, the Investor may sell, pledge, hypothecate, transfer, assign or in any other manner dispose of the Equity Shares or the Underlying Shares in an amount not to exceed 1% of the total outstanding shares of Company Common Stock at the beginning of such three month period. Notwithstanding the preceding, in no event will the Investor be subject to a lock-up agreement that is more restrictive than offered to the Company’s officers, directors, and the holders of 5% or more of the Company’s Common Stock. All sales shall be subject to the requirements of SEC Rule 144 unless the resale is registered under the 1933 Act.
Lock-Up; Leak-Out. Buyer hereby agrees to not sell or transfer any or all of the Conversion Shares and the Warrant Shares for a period of ninety (90) days beginning on the Closing Date (the “Lock-Up Period”). Following the expiration of the Lock-Up Period, Buyer hereby agrees to limit Buyer’s sale or transfer of shares of the Conversion Shares and the Warrant Shares to a maximum monthly amount equal to twenty percent (20%) of the Conversion Shares held by such Buyer.
Lock-Up; Leak-Out. For a period commencing on the date hereof and ending on November 1 2021, Sxxxxxxx agrees that she shall not, directly or indirectly, without the prior written consent of the Company, agree or offer to sell, sell short, grant an option to buy, dispose or otherwise transfer any Shares. Notwithstanding the above, following the effectiveness of the Registration Statement (“Effectiveness”) and subject to compliance with applicable securities laws, Shoshana will be entitled to sell the following amount of Shares: (i) As of July 30th, 2021 (but not before Effectiveness) – 625,000 Shares; (ii) As of August 31st , 2021 (but not before Effectiveness) – 625,000 Shares; (iii) As of September 30th, 2021 (but not before Effectiveness) – 625,000 Shares; (iv) As of October 31st, 2021 (but not before Effectiveness) – 625,000 Shares.
Lock-Up; Leak-Out. All shares of common stock of GCMI received upon the exchange of AEI shares will be subject to lock-up and may only be resold as follows:
Lock-Up; Leak-Out. For a period of twelve months from the Closing, the Holder shall not sell, sell short, grant an option to buy, or otherwise dispose of any of the Shares; provided, however, notwithstanding the restrictions set forth herein, commencing on the six (6) month anniversary of the Closing, the Holder may sell up to ten (10%) percent of the Shares per month.
