Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four (24) months following the date of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up Securities.” Notwithstanding the foregoing, if Xxxxxx has made a credit facility of at least $4,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Appears in 1 contract

Samples: Lock Up Agreement (Tristar Acquisition I Corp.)

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Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four (24) months following the date of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up Securities.” Notwithstanding the foregoing, if Xxxxxx has made a credit facility of at least $4,000,000 2,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Appears in 1 contract

Samples: Lock Up Agreement (Tristar Acquisition I Corp.)

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four the one (241) months following the date year anniversary of the Closing, (y) the first date on which Pubco consummates a “Change-of-Control” transaction, and (z) after the date Closing on which the closing last sale price of the Pubco Ordinary Shares on the principal securities exchange or securities market on which such security is then traded equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, share consolidations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within a any thirty (30-) trading day period commencing at least 270 one hundred fifty (150) days after the Closing: , and (z) the date after the Closing on which Pubco or its shareholders consummate a third-party tender offer, stock, sale, liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in holders of at least a majority of Pubco Ordinary Shares having the right to exchange their equity holdings in Pubco for cash, securities or other property; (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below)Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Restricted Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant to a domestic relations order, (IV) to Pubco in accordance with the requirements of the Business Combination Agreement, or (V) required by virtue of the laws of the Cayman Islands; provided, however, that in the of cases of clauses (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the number of Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the term Lock-up Securities.” Notwithstanding the foregoing, if Xxxxxx has made a credit facility of at least $4,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Appears in 1 contract

Samples: Lock Up Agreement (Capitalworks Emerging Markets Acquisition Corp)

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four the date six (246) months following the date of the Closing, Closing and (y) the date on which Pubco consummates will consummate a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of Pubco PubCo Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, Closing as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up Securities.” Notwithstanding the foregoing, if Xxxxxx has made a credit facility of at least $4,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Appears in 1 contract

Samples: Lock Up Agreement (Finnovate Acquisition Corp.)

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Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four the one (241) months following the date year anniversary of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) after the date Closing on which the closing last sale price of the Ordinary Shares Company ADSs on the principal securities exchange or securities market on which such security is then traded equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizations, share consolidations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within a any thirty (30-) trading day period commencing at least 270 one-hundred and fifty (150) days after the Closing, and (z) the date after the Closing on which the Company consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below)Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Restricted Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement, or (V) required by virtue of the laws of Republic of Indonesia; provided, however, that in the of cases of clauses (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to Company and the Malacca Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the number of Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the term Lock-up Securities.” Notwithstanding the foregoing, if Xxxxxx has made a credit facility of at least $4,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Appears in 1 contract

Samples: Lock Up Agreement (Malacca Straits Acquisition Co LTD)

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of the date that is (x) twenty-four (24) months following the date of the Closing, (y) the date on which Pubco consummates a “Change-of-Control” transaction, and (z) the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 270 days after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Securities (as defined below), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). For purposes of this Agreement, the number of Pubco Securities into which the Company Securities currently beneficially owned by the Holder are converted or exchanged upon the Closing, as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up Securities.” Notwithstanding the foregoing, if Xxxxxx has made a credit facility of at least $4,000,000 available to the Company from the date of this Agreement through the Closing, pursuant to a credit agreement in a form to be mutually agreed upon between the Company and Holder, the Lock-up Securities shall be subject to early release from the restrictions hereunder on the date that is twelve (12) months following the date of the Closing and the Lock-Up Period shall be deemed to have expired upon such early release.

Appears in 1 contract

Samples: Lock Up Agreement (Tristar Acquisition I Corp.)

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