Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to 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 Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 Restricted Securities owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (each, a “Permitted Transferee”):

Appears in 3 contracts

Samples: Lock Up Agreement (Kargieman Emiliano), Lock Up Agreement (Satellogic Inc.), Lock Up Agreement (CF Acquisition Corp. V)

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Lock-Up Provisions. (a) Holder hereby Subject to Section 1(b) and the other terms of this Agreement, Sponsor and each Insider agrees that it shall not to, without effectuate a Transfer of (i) the prior written consent of PubCo in accordance with Section 2(h), Base Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earlier of (x) six (6) months after the Closing and (y) the date following the Closing on which Holdings completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Base Lock-Up Period”) or (ii) the Special Restricted Securities during the period commencing from on the Closing Date and ending on the earlier date that is the earliest of (Aw) eighteen (18) months after the one Closing, (1x) year anniversary with respect to fifty percent (50%) of the date of Special Restricted Securities, the Closing; (B) first trading day following the date on which the closing last reported sale price of the PubCo Holdings Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof; ), (Cy) with respect to 25% fifty percent (50%) of the Special Restricted Securities owned by HolderSecurities, the first trading day following the date on which the closing last reported sale price of the PubCo Holdings Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after and (z) the date hereof and (B) subsequent to following the Closing, the date Closing on which PubCo consummates Holdings completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction that results in all of PubCo’s shareholders its stockholders having the right to exchange their PubCo Ordinary Shares shares of common stock for cash, securities or other property: property (i) selltogether with the Base Lock-Up Period, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to 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 Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 Restricted Securities owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a Prohibited TransferLock-Up Period”). The foregoing sentence shall not apply to For purposes hereof, (A) the transfer of any or all of the Restricted Securities owned by Holder (each, a Permitted Transferee”):

Appears in 1 contract

Samples: Lock Up Agreement (Air Water Co)

Lock-Up Provisions. (a) Holder The Company Shareholder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h)Plum, during (1) Transfer any Restricted Securities from and after the period Closing and until the date that is one hundred and eighty days (180) days after the date of the Closing (the “Lock-Up Period”); provided, that the Restricted Securities may be Transferred (as defined below) commencing prior to the end of the Lock-Up Period as follows: (i) one-third of the Restricted Securities will be released from the Closing and ending on Lock-Up Period if the earlier of volume weighted average price (A“VWAP”) the one (1) year anniversary of the date of the Closing; (B) the date on which the closing price of the PubCo Ordinary Plum Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 12.50 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-day trading day period commencing at least 180 days after the date hereof; period, (Cii) with respect to 25% one-third of the Restricted Securities owned by Holder, will be released if the date on which the closing price VWAP of the PubCo Ordinary Plum Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-day trading period and (iii) one-third of the Restricted Securities may be released if the VWAP of the Plum Shares equals or exceeds $17.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-day period commencing at least 180 days trading period, and (2) from and after the date hereof execution of the Combination Agreement and (B) subsequent to until the Closing, end of the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose ofLock-Up Period, 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 Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to engage in any Restricted Securities owned by Holder, (ii) enter into any swap short sales or other arrangement that transfers to another, hedging or derivative transactions in whole or in part, any of the economic consequences of ownership respect of the Restricted Securities owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of Securities; provided that the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence restrictions shall not apply to the transfer Transfer of any or all of the Restricted Securities owned by Holder the Company Shareholder made in respect of a Permitted Transfer (eachas defined below); provided, further, that in any of case of a Permitted Transfer under clauses (A)-(F), it shall be a condition to such Transfer that the transferee executes and delivers to Plum an agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Company Shareholder, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, Permitted Transferee”):

Appears in 1 contract

Samples: Business Combination Agreement (Plum Acquisition Corp. I)

Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ai) with respect to fifty percent (50%) of each type of Restricted Securities (x) the one (1) year anniversary of the date of the Closing; , (By) the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed Purchaser Common Stock equals or exceeds $20.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the likelike occurring after the Closing) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 180 days after the date hereof; twenty (C20) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after prior to the date hereof and six (B6) subsequent to month anniversary of the Closing, and (z) the date after the Closing on which PubCo Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of PubCoPurchaser’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares equity holdings in Purchaser for cash, securities or other propertyproperty (a “Subsequent Transaction”), and (ii) respect to the remaining fifty percent (50%) of each type of Restricted Securities (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which Purchaser consummates a Subsequent Transaction: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer contract to sell, sell any option or contract to purchase, purchase any option or agree contract to sell, hypothecate, pledge, grant any option option, right or warrant to purchase purchase, or otherwise dispose of transfer or agree to 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 Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by HolderSecurities, (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 Restricted Securities owned by HolderSecurities, 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 such Restricted Securities or other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (eachother than any Escrow Securities until such Escrow Securities are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (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; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser 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. For the avoidance of doubt, (x) no such agreement (subjecting a Permitted Transferee to the provisions of this Agreement) shall in any way extend the Lock-Up Period and (y) when applying the definition of “Permitted Transferee”):” to determine whether a Transfer by a Permitted Transferee who has received Restricted Units is a Permitted Transfer, any reference in the definition of Permitted Transferee to Holder shall be deemed to be a reference to such Permitted Transferee then seeking to be the transferor of Restricted Securities. As used in this Agreement, the term “

Appears in 1 contract

Samples: Lock Up Agreement (Andina Acquisition Corp. III)

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Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with SPAC (subject to Section 2(h)), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing; , (B) the date on which the closing price of the PubCo Ordinary Shares SPAC Common Stock on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are SPAC Common Stock is listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days Trading Days within any 30-trading 30 day Trading Day period commencing at least 180 150 days after the date hereof Closing Date, and (BC) subsequent to the Closing, the date on which PubCo SPAC consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCoSPAC’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares SPAC Common Stock for cash, securities or other property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to 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 Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 Restricted Securities owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to any of the transfer following actions in respect of any or all of the Restricted Securities owned by Holder (eacheach transferee of a transfer or other action referred to below, a “Permitted Transferee”):

Appears in 1 contract

Samples: Lock Up Agreement (CF Acquisition Corp. VI)

Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of, (i) with respect to fifty percent (50%) of each type of the Restricted Securities (Aincluding Escrow Shares), (x) the six (6) month anniversary of the date of the Closing, (y) the date on which the closing sale price of the Purchaser Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (a “Subsequent Transaction”), and (ii) with respect to the remaining fifty percent (50%) of the Restricted Securities, (x) the one (1) year anniversary of the date of the Closing; Closing and (By) the date after the Closing on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof and (B) subsequent to the Closing, the date on which PubCo Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having Subsequent Transaction (the right to exchange their PubCo Ordinary Shares for cash, securities or other property: (i) “Lock-Up Period”): sell, offer to selltransfer, contract or agree to sell, hypothecateassign, pledge, grant any option to purchase hypothecate or otherwise dispose of or agree to 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 Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities owned by Holder, (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 Restricted Securities owned by Holder, whether any such transaction is to be settled by delivery of such securities, in cash or otherwiseSecurities, or (iii) publicly announce any disclose the intention to effect any transaction specified in clause (i) or (ii) (do any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (eachother than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (i) by gift, a “will or intestate succession upon the death of Holder, (ii) to any Permitted Transferee”):, (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; provided, however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers to Purchaser and the Purchaser 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 term “

Appears in 1 contract

Samples: Lock Up Agreement (TKK SYMPHONY ACQUISITION Corp)

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