Common use of Lock-Up Restrictions Clause in Contracts

Lock-Up Restrictions. 3.1.1 During the Founder Lock-up Period, none of the Founders owning Restricted Securities shall, and during D-Wave Lock-up Period, none of the D-Wave Holders owning Restricted Securities shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any Restricted Securities that are owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the Commission, other than any transfer to a Permitted Transferee; provided, that in connection with any transfer of Restricted Securities to a Permitted Transferee, the restrictions and obligations contained in this Agreement will continue to apply to such Restricted Securities after any Transfer of such Restricted Securities and the Transferee in such Transfer shall be treated as a party to this Agreement (with the same rights and obligations as the Transferor) for all purposes of this Agreement. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities.

Lock-Up Restrictions. 3.1.1 i. During the Founder Shares Lock-up Period, none of the Founders owning Restricted Securities Sponsor Group Holders shall, and during D-Wave the Hyperfine Shares Lock-up Period, none of the D-Wave Hyperfine Holders owning Restricted Securities shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any Restricted Securities shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-up Period, whether now owned or hereinafter acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the CommissionCommission (such securities that are subject to an applicable Lock-up Period, the “Restricted Securities”), other than any transfer to a Permitted Transferee; provided, that in connection with any transfer of Restricted Securities to a Permitted Transferee, the restrictions and obligations contained in this Agreement will continue to apply to such Restricted Securities after any Transfer of such Restricted Securities and the Transferee in such Transfer shall be treated as a party to this Agreement (with the same rights and obligations as the Transferor) for all purposes of this Agreement. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities.

Lock-Up Restrictions. 3.1.1 1.12.1 During the Founder Shares Lock-up Period, none of the Founders owning Restricted Securities Sponsor Group Holders shall, and during D-Wave the Hyperfine Shares Lock-up Period, none of the D-Wave Hyperfine Holders owning Restricted Securities shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any Restricted Securities shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-up Period, whether now owned or hereinafter acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the CommissionCommission (such securities that are subject to an applicable Lock-up Period, the “Restricted Securities”), other than any transfer to a Permitted Transferee; provided, that in connection with any transfer of Restricted Securities to a Permitted Transferee, the restrictions and obligations contained in this Agreement will continue to apply to such Restricted Securities after any Transfer of such Restricted Securities and the Transferee in such Transfer shall be treated as a party to this Agreement (with the same rights and obligations as the Transferor) for all purposes of this Agreement. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities.

Lock-Up Restrictions. 3.1.1 During (a) No holder of Units that acquired its Units thereof pursuant to the Founder Lock-up PeriodReorganization described in Section 3.03(a) (each such holder, none of the Founders owning Restricted Securities shallan “Initial Unitholder”) shall be permitted to, and during D-Wave Lock-up Perioddirectly or indirectly, none of the D-Wave Holders owning Restricted Securities shall: (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale purchase or otherwise dispose of (collectively, a “Disposition”) any Units, or distribute any Restricted Securities that are owned directly by such Holder (including securities held as a custodian) convertible into or with respect exercisable or exchangeable for, or any rights to purchase or otherwise acquire, which such Holder has beneficial ownership within the rules and regulations of the Commission, other than any transfer to a Permitted Transferee; provided, that in connection with any transfer of Restricted Securities to a Permitted Transferee, the restrictions and obligations contained in this Agreement will continue to apply to such Restricted Securities after any Transfer of such Restricted Securities and the Transferee in such Transfer shall be treated as a party to this Agreement (with the same rights and obligations as the Transferor) for all purposes of this Agreement. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from includes engaging in any hedging hedging, collar (whether or not for any consideration) or other transaction with respect to Restricted Securities which that is designed to or which reasonably could be expected to lead to or result in a sale Disposition, any Units held by such Initial Unitholder or disposition acquired by such Initial Unitholder immediately after the consummation of the Restricted IPO, or that may be deemed to be beneficially owned by such Initial Unitholder (collectively, the “Lock-Up”), during the Lock-Up Period, without the prior written consent of the managing underwriter of the IPO or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the Initial Unitholder has or may have hereafter to require the Corporation to register under the Securities even if such Restricted Securities would be disposed Act the Disposition of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale of the Units, or any purchaseClass A Common Stock issuable upon the redemption of such Units pursuant to the Redemption Right, sale subject to the Lock-Up held by the Initial Unitholder, or grant to otherwise participate as a selling securityholder in any manner in any registration effected by the Corporation or the Company under the Securities Act during the Lock-Up Period. Each Initial Unitholder agrees to execute such agreement as may be reasonably requested by the managing underwriter of the IPO that is necessary to give further effect hereto; provided that in the event of any right (including conflict or inconsistency between the terms of such separate agreement and this Section 10.8, the terms of such separate agreement shall control. Following the expiration of the Lock-Up Period, the Initial Unitholders may effect a Disposition of all or any put portion of their Units, subject to compliance with applicable securities laws, policies of the Corporation and the Company, the certificate of incorporation of the Corporation, as amended, the bylaws of the Corporation, as amended, this Agreement, the Certificate and any other requirements imposed by the Corporation, the Company or call option) the transfer agent and registrar with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted SecuritiesUnits.

Lock-Up Restrictions. 3.1.1 3.7.1 During the Founder Sponsor Shares Lock-up Period, none of the Founders owning Restricted Securities Sponsor Group Holders shall, and during D-Wave the HeartFlow Shares Lock-up Period, none of the D-Wave HeartFlow Holders owning Restricted Securities shallshall without the prior written consent of the Company: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any Restricted Securities shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive HeartFlow Shares that are subject to the applicable Lock-up Period, whether now owned or hereinafter acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the CommissionCommission (such securities that are subject to an applicable Lock-up Period, the “Restricted Securities”), other than any transfer to an affiliate of a Permitted Transferee; provided, that in connection with any transfer of Restricted Securities Holder or to a Permitted Transferee, the restrictions and obligations contained in this Agreement will continue to apply to such Restricted Securities after any Transfer of such Restricted Securities and the Transferee in such Transfer shall be treated as a party to this Agreement (with the same rights and obligations as the Transferor) for all purposes of this Agreementapplicable. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. For the avoidance of doubt, the foregoing restriction shall not apply to transfers: (i) as a bona fide gift or charitable contribution, (ii) by will or intestate succession to a legal representative, heir, beneficiary or a member of the immediate family (as defined below) of any such Holder; (iii) to partners, members, beneficiaries (or the estates thereof) or stockholders of any such Holder, (iv) to any immediate family of any such Holder (“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (v) to any trust for the direct or indirect benefit of any such Holder or the immediate family of any such Holder, (vi) to any corporation, partnership, limited liability company, trust or other entity that controls, or is controlled by or is under common control with, any such Holder or the immediate family of any such Holder or is otherwise a direct or indirect affiliate, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; or (viii) pursuant to a bona fide third party tender offer, merger, consolidation, equity purchase or other similar transaction or series of related transactions involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which any such Holder may agree to Restricted Shares in connection with such transaction or series of related transactions, or vote any Restricted Shares in favor of such transaction or series of related transactions); provided, that in the event such transaction or series of related transactions is not completed, the Restricted Shares shall remain subject to the restrictions contained in this Agreement; provided, that any such transfer pursuant to clauses (iii) through (vii) above shall not involve a disposition for value; provided, further, with respect to any such transfer pursuant to clauses (iii) through (viii) above, (1) each donee, trustee, distributee, or transferee, as the case may be, shall execute a joinder to this Agreement evidencing such donee’s, trustee’s, distributee’s, or transferee’s agreement to become a party hereto and be bound by and subject to the terms and provisions of this Agreement to the same effect, and (2) no filing by any party under the Exchange Act or other public announcement shall be made (including voluntarily) in connection with such transfer.

Lock-Up Restrictions. 3.1.1 3.7.1 During the Founder Shares Lock-up Period, none of the Founders owning Restricted Securities Sponsor Group Holders shall, and during D-Wave the Hyperfine Shares Lock-up Period, none of the D-Wave Hyperfine Holders owning Restricted Securities shall: offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any Restricted Securities shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock or Class B Common Stock that are subject to the applicable Lock-up Period, whether now owned or hereinafter acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the CommissionCommission (such securities that are subject to an applicable Lock-up Period, the “Restricted Securities”), other than any transfer to a Permitted Transferee; provided, that in connection with any transfer of Restricted Securities to a Permitted Transferee, the restrictions and obligations contained in this Agreement will continue to apply to such Restricted Securities after any Transfer of such Restricted Securities and the Transferee in such Transfer shall be treated as a party to this Agreement (with the same rights and obligations as the Transferor) for all purposes of this Agreement. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities.