Lock-Up Obligations. To the extent reasonably requested by a managing underwriter, if any, of any underwritten Public Offering (including any Underwritten Block Trade) of the equity securities of the Company, the Shareholder and, if such offering is pursuant to Section 2.1 or Section 2.2, the Company, each hereby severally agree, (i) not to (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of) any shares of common stock of the Company or any other form of Capital Stock (collectively, the “Restricted Stock”) (other than, in the case of the Company, the grant of equity awards with respect to, or the issuance of shares of Capital Stock under, any of the Company’s bona fide equity incentive plans in existence at the start of the lock-up period specified in this Section 2.5), (B) enter into any swap or other derivatives transaction that transfers to another Person, in whole or in part, any of the economic benefits or risks of ownership of Restricted Stock, whether any such transaction described in clause (A) above or this clause (B) is to be settled by delivery of Restricted Stock or other securities, in cash or otherwise, or (C) publicly disclose the intention to do any of the foregoing, in each case, for a period specified by such managing underwriter or co-managing underwriter but no more than the ten (10) days prior to and the sixty (60) days (or ninety (90) days if reasonably requested by the managing underwriters) following the pricing date of the Public Offering of such securities.
Lock-Up Obligations. During a period of two (2) years from Completion, the Investors may not sell any of their Shares in the Company unless if the provisions of the Clauses 4.4 (Permitted Transfers), 4.9 (Drag Along) or 5 (Exit) apply, or with the approval of an Investor or group of Investors holding 51% or more of the issued and outstanding Ordinary Shares Class A.
Lock-Up Obligations. Without prejudice to the other provisions of this Agreement, during the term of 5 (five) years from the date hereof, the CEO shall not Transfer, or permit the Transfer, in any manner or for any cause whatsoever, the right of ownership (“proprietà”) or the bare ownership (“nuda proprietà”) over any interest in (including, therefore, any option right to subscribe for new shares) the CEO Contingent Shares. Any breach of this Section 5.1 shall trigger (x) the automatic loss of any right of the CEO to exercise any Put Option and (y) the right (but not the obligation) for VP to exercise the Call Option at any time, starting immediately from the moment VP becomes aware of the breach, i.e., also before the Call Option Period, through the sending of the relevant Notice of Exercise. In such case, the Purchase Price will be calculated based on the Annual Financial Statements and the relevant Reported Ebitda and Net Financial Position of the Fiscal Year immediately before the year when the Call Option is so exercised (as determined pursuant to section 3.7 above), it being further agreed that, (i) should the Annual Financial Statements for such prior year not yet be approved or should the Reported Ebitda and the Net Financial Position related to such Annual Financial Statements not yet be finally determined between the Parties pursuant to section 3.7 above, the Closing of the Option Date shall automatically be considered to be 10 Business Days from the relevant Purchase Price Determination Date, and (ii) in any event, should the Option be exercised at any time before the end of 2015 Fiscal Year, the Purchase Price shall be equal to the Purchase Price Under the SPA.
